Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement. (b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction. (c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 6 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement, Confidentiality Agreement
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Bound Party shall return to the Disclosing Controlling Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided received by the Bound Party from the Controlling Party (and all copies and reproductions thereof). In addition, the Bound Party shall destroy: (a) any notes, reports or other documents prepared by the Bound Party which contain Confidential Information of the Controlling Party; and (b) any Confidential Information of the Controlling Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Receiving Party and in its possession or Controlling Party. Alternatively, upon written request of the possession of its Representatives. In lieu of returning the information as provided hereinControlling Party, the Receiving Bound Party may shall destroy all Confidential Information provided byreceived by the Bound Party from the Controlling Party (and all copies and reproductions thereof) and any notes, and reports or other documents prepared by the Bound Party which contain Confidential Information of the Controlling Party. Any requested destruction of Confidential Information shall certify be certified in writing to the Controlling Party by an authorized officer of the Bound Party supervising such destruction todestruction. Notwithstanding the foregoing, (i) the Disclosing Bound Party’s legal counsel may retain one copy of the Controlling Party’s Confidential Information solely for the purpose of determining the Bound Party’s continuing obligations under this Section 12 and (ii) the Bound Party may retain the Controlling Party’s Confidential Information to the extent necessary to exercise the rights and licenses of the Bound Party expressly surviving expiration or termination of this Agreement. Notwithstanding the return or destruction of the Controlling Party’s Confidential Information, the Receiving Bound Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to obligations under this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased12.
Appears in 5 contracts
Samples: Collaboration Agreement, Collaboration Agreement (Discovery Partners International Inc), Collaboration Agreement (Discovery Partners International Inc)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and in its possession or the possession of its Representativesall copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, upon written request of the Disclosing Party, the Receiving Party shall destroy all Confidential Information provided byreceived by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 11.7 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE 11 with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE 11 and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents (A) to the extent reasonably required (i) to comply with applicable Law and regulatory requirements; (ii) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; and (iii) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE 11.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 4 contracts
Samples: Option for a License Agreement (Macrogenics Inc), Option for a License Agreement (Macrogenics Inc), Option for a License Agreement (Macrogenics Inc)
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, Fujitsu shall promptly return to the Disclosing Party as promptly as practicableSpansion (or destroy, but in no event later than thirty (30at Spansion’s election) days from the date such request is received, all Documentation and Spansion Confidential Information then in the possession or under Fujitsu’s control, and Spansion shall promptly return to Fujitsu (or destroy, at Fujitsu’s election) all Fujitsu Confidential Information then in the possession or under Spansion’s control, excluding historical point-of-sale reports and other historical information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing PartySpansion pursuant to Section 9.1 above. Notwithstanding the return foregoing, (i) any Fujitsu historical pricing information may only be retained by Spansion for financial reporting and other similar reporting and audit purposes but may not be supplied to any other distributor, sales representative or destruction the like; (ii) Spansion shall not retain any information provided to Fujitsu or its Affiliates by any of their respective Customers or Channel Partners and marked specifically as Customer confidential information or Channel Partner confidential information, as applicable, unless such Customers or Channel Partners have agreed in writing to permit Spansion to retain such information; and (iii) Spansion may retain any Fujitsu information relating to current proposals, price quotations or commitment, but Spansion shall not supply any such information to any other distributor, sales representative or the Confidential Informationlike.
(b) Notwithstanding subsection (a) above, the Receiving Party shall continue not be liable to be bound by its obligations hereunder the Disclosing Party for the duration inadvertent use of the term of confidentiality hereof. Counsel Disclosing Party’s Residual Information for the Receiving Party may retain one Party’s own business purposes by the Receiving Party’s personnel who no longer have access to any tangible (1including machine-readable) copy embodiments of any Confidential Information (in whole or in part) for its filesof the Disclosing Party; provided, however, that any such Confidential Information so retained the foregoing shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) not release or excuse the Receiving Party and its Representatives shall not be obligated to return or destroy from any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned liability to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or for any disclosure of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates to any other persons or Entities, including the Receiving Party’s former personnel, or any use of such Confidential Information by such other persons or Entities. This subsection (b) shall not be required deemed to return (A) grant to the Receiving Party a license under any Intellectual Property Rights (excluding trade secrets) of the Disclosing Party or destroy (B) authorize any filing or other document or material provided to, or document or material created or held by, use of the tangible (including machine-readable) embodiments of any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant of the Disclosing Party. For purposes hereof, “Residual Information” means with respect to this Section 9 shall Confidential Information, information in non-tangible form which may be incidentally retained subject in the unaided memory of the Receiving Party’s personnel having had access to the terms this Agreement until it Confidential Information of the Disclosing Party, and which such personnel cannot identify as Confidential Information of the Disclosing Party. Such personnel’s memory is returned, destroyed or erased“unaided” if the personnel have not intentionally memorized any Confidential Information of the Disclosing Party.
Appears in 3 contracts
Samples: Distribution Agreement, Fujitsu Distribution Agreement (Spansion Inc.), Fujitsu Distribution Agreement (Spansion Inc.)
Return of Confidential Information. (a) While this Agreement remains Unless otherwise agreed to in effectwriting by the Disclosing Party, the Receiving Party, upon the Disclosing Party's written request, shall Party shall: (i) return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from or destroy all copies of the date such request is received, all Confidential Information provided to and Confidential Documents in the Receiving Party and in its Party’s possession or in the possession of its Representatives. In lieu ; and (ii) destroy all copies of returning the information as provided hereinany analyses, compilations, studies or other Confidential Documents prepared by the Receiving Party may or for the Receiving Party’s use containing, incorporating or reflecting any Confidential Information, in any case, before the close of business on the next Business Day following the date of any request by the Disclosing Party to the Receiving Party to return or destroy all the Confidential Information provided by, and Information. The Receiving Party shall certify in writing such destruction toits compliance with this paragraph forthwith after having so complied.
(b) Notwithstanding the foregoing, the Disclosing Receiving Party. Notwithstanding the return or destruction : (i) may retain a copy of the Confidential InformationInformation and/or Confidential Documents to the extent that such retention is required to demonstrate compliance with Applicable Law, regulation or professional standards or for use in the event of litigation or a dispute relating to this Agreement; (ii) retain any Confidential Information which is contained in the minutes of any of the Receiving Party shall continue Party’s board meetings or any decision-making documents which are based on the Confidential Information and have been submitted to the Receiving Party’s management and that need to be bound by its retained pursuant to the Receiving Party’s internal corporate governance rules; and (iii) to the extent that (i) above is inapplicable to Confidential Information and/or Confidential Documents that are electronically stored, destroy such electronically stored Confidential Information and/or Confidential Documents but only to the extent that it is reasonably practical to do so; provided that in the case of either (i), (ii) or (iii), any Confidential Information and/or Confidential Documents retained under this paragraph shall remain subject to the obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (under this Agreement in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to accordance with the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 3 contracts
Samples: Shareholder Agreement (Empatan Public LTD Co), Shareholders Agreement (Emerald Health Therapeutics Inc.), Shareholders Agreement (Village Farms International, Inc.)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to of the Receiving Disclosing Party and in its possession or the possession of its Representatives(and all copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, upon written request of the Disclosing Party, upon such expiration or termination, the Receiving Party shall destroy all Confidential Information provided byof the Disclosing Party in its possession (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 8.6 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE 8 with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE 8 and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (x) to comply with Applicable Law and regulatory requirements; (y) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; and (z) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE 8.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 3 contracts
Samples: License and Option Agreement (Celldex Therapeutics, Inc.), License and Option Agreement (Kolltan Pharmaceuticals Inc), License and Option Agreement (Kolltan Pharmaceuticals Inc)
Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason (or, upon, as applicable, the date of expiration of the Option Period with respect to Designated Target Antigen [***] for which Licensee does not exercise its Option, or the date of expiration of the Co-Exploitation Option Period with respect to a Potential Co-Exploited Product for which MTI does not exercise its Co-Exploitation Option), with respect to Confidential Information (including, in the case of the foregoing parenthetical, Confidential Information of the requesting Party arising out of a Research Program with respect to such Target, or the applicable Potential Co-Exploited Product Data Package, as applicable) to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party shall, upon and in accordance with the other Party’s request in writing, either: (a) While this Agreement remains promptly destroy all copies of such Confidential Information in effect, the Receiving possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (b) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Upon the exercise of an Option with respect to Designated Target Antigen [***], and upon completion or termination of the Disclosing Party's written requestResearch Program with respect to Designated Target Antigen [***], shall return MTI shall, upon and in accordance with Licensee’s request in writing, promptly deliver to Licensee, at Licensee’s sole cost and expense, all copies of Licensee Confidential Information arising out of the Disclosing Party as promptly as practicableapplicable Research Program, including Product Know-How and ADC Materials, with respect to such Target in the possession or control of MTI, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Partyexcluding Conjugation Know-How. Notwithstanding the return or destruction of the Confidential Informationforegoing, the Receiving non-requesting Party shall be permitted to retain (x) such Confidential Information to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage Agreement for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management set forth in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible TransactionSection 9.1.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Research Collaboration and Commercial License Agreement (Mersana Therapeutics, Inc.), Research Collaboration and Commercial License Agreement (Mersana Therapeutics, Inc.)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and in its possession or the possession of its Representativesall copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, upon written request of the Disclosing Party, the Receiving Party shall destroy all Confidential Information provided byreceived by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 12.6 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE XII with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE XII and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents (A) to the extent reasonably required (i) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (ii) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE XII.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Incyte Corp), Collaboration and License Agreement (Incyte Corp)
Return of Confidential Information. Upon the earlier to occur of: (ai) While the termination or expiration of this Agreement remains in effectand (ii) the termination of the Distribution Agreement or the whole or any part of any Ancillary Agreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as (and shall procure that its Affiliated Companies and Representatives shall) promptly as practicable, but in no event later than thirty (30) days from following a request made in writing by the date such request is received, Disclosing Party: (x) return to the Disclosing Party or destroy (at the sole option of the Receiving Party) all Confidential Information provided to of the Disclosing Party in the possession or control of the Receiving Party (including, without limitation, all documents, records, notebooks, data, reports, notes, compilations, computer files, data and programs, and similar repositories or materials and any and all copies or reproductions thereof), as directed by the Disclosing Party; provided, however, in its possession case of a termination of the whole or part of any Ancillary Agreement (other than this Agreement), the possession Confidential Information to be so returned or destroyed shall be limited to such Confidential Information disclosed by the Disclosing Party in connection with such terminated Ancillary Agreement, or part thereof, as the case may be; and (y) deliver to the Disclosing Party a certificate signed by a duly authorized officer of its Representativesthe Receiving Party supervising such return and destruction, certifying such return or destruction in accordance with the provisions of this Agreement. In lieu of returning Notwithstanding the information as provided hereinforegoing, the Receiving Party may destroy all retain Confidential Information beyond the expiration or termination of this Agreement if required to do so by applicable law, provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, that the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to notify the Disclosing Party or destroyed as aforesaid; in writing of such obligation, and (iiA) may not use such retained Confidential Information for any purpose not strictly required to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Informationcomply with such law, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; and (iiiB) each of the Receiving Party and its Representatives may retain those materials containing shall at the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to option, return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any such retained Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until as soon as practicable after it is returned, destroyed or erasedno longer required by law to retain it.
Appears in 2 contracts
Samples: Master Confidential Disclosure Agreement (Synovus Financial Corp), Master Confidential Disclosure Agreement (Total System Services Inc)
Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason but subject to Article X, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement, each Party will, upon and in accordance with the other Party’s request in writing, either: (a) While this Agreement remains promptly destroy all copies of such Confidential Information in effect, the Receiving possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (b) promptly deliver to the requesting Party, upon at the Disclosing non-requesting Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received’s sole cost and expense, all copies of such Confidential Information provided to in the Receiving Party possession or control of the non-requesting Party. Upon the Licensed Compound Selection Date, Ablynx will, upon and in its accordance with Sanofi’s request in writing, promptly deliver to Sanofi, at Sanofi’s sole cost and expense, all copies of Confidential Information of Sanofi arising out of Ablynx’s performance of the applicable Research Program, including Product Information and Collaboration Know-How, with respect to such Licensed Compounds and the corresponding Licensed Nanobodies in the possession or control of Ablynx. For the possession avoidance of its Representatives. In lieu of returning the information as provided hereindoubt, the Receiving Party may destroy all Ablynx Improvements will not be considered “Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Partyof Sanofi”. Notwithstanding the return or destruction of the Confidential Informationforegoing, the Receiving non-requesting Party shall continue will be permitted to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of such Confidential Information (x) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in whole or in part) for its files; providedany event, however, that any a single copy of such Confidential Information so for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained shall in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage Agreement for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each set forth in Section 6.1 following any termination of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactionthis Agreement.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Ablynx NV), Collaboration and License Agreement (Ablynx NV)
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, AMD shall promptly return to the Disclosing Party as promptly as practicableFASL (or destroy, but in no event later than thirty (30at FASL’s election) days from the date such request is received, all Documentation and FASL Confidential Information then in the possession or under AMD’s control, and FASL shall promptly return to AMD (or destroy, at AMD’s election) all AMD Confidential Information then in the possession or under FASL’s control, excluding historical point-of-sale reports and other historical information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing PartyFASL pursuant to Section 9.1 above. Notwithstanding the return foregoing, (i) any AMD historical pricing information may only be retained by FASL for financial reporting and other similar reporting and audit purposes but may not be supplied to any other distributor, sales representative or destruction the like; (ii) FASL shall not retain any information provided to AMD or its Affiliates by any of their respective Customers or Channel Partners and marked specifically as Customer confidential information or Channel Partner confidential information, as applicable, unless such Customers or Channel Partners have agreed in writing to permit FASL to retain such information; and (iii) FASL may retain any AMD information relating to current proposals, price quotations or commitment, but FASL shall not supply any such information to any other distributor, sales representative or the Confidential Informationlike.
(b) Notwithstanding subsection (a) above, the Receiving Party shall continue not be liable to be bound by its obligations hereunder the Disclosing Party for the duration inadvertent use of the term of confidentiality hereof. Counsel Disclosing Party’s Residual Information for the Receiving Party may retain one Party’s own business purposes by the Receiving Party’s personnel who no longer have access to any tangible (1including machine-readable) copy embodiments of any Confidential Information (in whole or in part) for its filesof the Disclosing Party; provided, however, that any such Confidential Information so retained the foregoing shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) not release or excuse the Receiving Party and its Representatives shall not be obligated to return or destroy from any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned liability to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or for any disclosure of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates to any other persons or Entities, including the Receiving Party’s former personnel, or any use of such Confidential Information by such other persons or Entities. This subsection (b) shall not be required deemed to return (A) grant to the Receiving Party a license under any Intellectual Property Rights (excluding trade secrets) of the Disclosing Party or destroy (B) authorize any filing or other document or material provided to, or document or material created or held by, use of the tangible (including machine-readable) embodiments of any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant of the Disclosing Party. For purposes hereof, “Residual Information” means with respect to this Section 9 shall Confidential Information, information in non-tangible form which may be incidentally retained subject in the unaided memory of the Receiving Party’s personnel having had access to the terms this Agreement until it Confidential Information of the Disclosing Party, and which such personnel cannot identify as Confidential Information of the Disclosing Party. Such personnel’s memory is returned, destroyed or erased“unaided” if the personnel have not intentionally memorized any Confidential Information of the Disclosing Party.
Appears in 2 contracts
Samples: Distribution Agreement (Advanced Micro Devices Inc), Distribution Agreement (Spansion Inc.)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving PartyParty shall destroy (or, upon the Disclosing Party's written ’s request, return) all Confidential Information received by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof) and any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 13.7 shall return require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE XIII with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. The destruction of Confidential Information shall be certified in writing to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE XIII and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, (ii) the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents (A) to the extent reasonably required (a) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (b) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to not do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE XIII.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Incyte Corp), Collaboration and License Agreement (Incyte Corp)
Return of Confidential Information. (a) While this Agreement remains 8.1 Receiving Party shall acquire no proprietary interest in effect, or right to the Confidential Information.
8.2 Disclosing Party may demand the return of its Confidential Information at any time upon giving written notice to Receiving Party, upon the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than . Within thirty (30) days from of receipt of such notice or upon termination of this Agreement due to the date such request is receivednon-acquisition, by Receiving Party, of any of Disclosing Party’s rights in the Area, Receiving Party shall return all of the original Confidential Information provided and shall destroy or cause to the Receiving Party and be destroyed all copies in its possession or and in the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue persons to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject whom it was disclosed pursuant to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) 8.3 The provisions of Article 8.2 do not apply to the Receiving Party and its Representatives shall not be obligated to return or destroy any following:
8.3.1 Confidential Information that is retained in the computer backup system of Receiving Party is retaining pursuant or a person to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event whom it was disclosed under Article 4.2 if the Confidential Information shall will be retained by destroyed in accordance with the regular ongoing records retention process of Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time person and if the Confidential Information shall be returned is not used prior to its destruction. Notwithstanding anything to the Disclosing Party or destroyed as aforesaid; (ii) to the extent contrary herein, it is understood and agreed that the Receiving Party’s or any of its Representative’s computer systems may automatically back-up Confidential Information disclosed to it under this Agreement. To the extent that such computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative it normally archives backed-up computer records; (iii) each , which copies shall be subject to the provisions of this Agreement until the same are destroyed, and shall not be accessed by the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s during such period of archival or back-up storage other than as might be permitted herein; and
8.3.2 Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall must be retained subject to the terms this Agreement until it is returnedunder applicable law, destroyed including by stock exchange regulations or erasedby governmental order, decree, regulation or rule.
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Return of Confidential Information. (aSubject to Sections 8.3(a) While or 8.3(b), upon the expiration or termination of this Agreement remains in effectAgreement, upon request, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, or destroy all Confidential Information provided to received by the Receiving Party or any of its Affiliates from the Disclosing Party or any of its Affiliates (and all copies and reproductions thereof). In addition, the Receiving Party and in its possession Affiliates shall destroy: (a) any notes, reports or the possession of its Representativesother documents. In lieu of returning the information as provided herein, prepared by the Receiving Party may destroy all which contain Confidential Information provided by, and shall certify in writing such destruction to, of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Nothing in this Section 11.4 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party and its Affiliates shall continue to be bound by its obligations of confidentiality and other obligations under this Article XI with respect to any of the Disclosing Party’s Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of the Disclosing Party’s Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party and its Affiliates may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this Article XI and (ii) the Receiving Party and its Affiliates may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (x) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (y) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (z) for regulatory or archival purposes. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementArticle XI.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Incyte Corp), License, Development and Commercialization Agreement (Agenus Inc)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, upon request, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, or destroy all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and in its possession or the possession of its Representativesall copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may destroy all shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information provided by, and shall certify in writing such destruction to, of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Nothing in this Section 11.6 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE XI with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE XI and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (x) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (y) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement, and for regulatory or archival purposes. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE XI.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: License, Development and Commercialization Agreement (Incyte Corp), License, Development and Commercialization Agreement (Incyte Corp)
Return of Confidential Information. The Receiving Party shall promptly deliver to the Disclosing Party any documents or other materials containing or reflecting any Confidential Information and any copies thereof which the Receiving Party may have made, have control of, or may receive or possess during the period of the discussions and/or business relationship between the Members within five (a5) While this Agreement remains working days after requested by the Disclosing Party. If the Confidential Information has been destroyed, each Member shall be required to provide a certificate for such destruction. Save the destruction of such Confidential Information is prohibited by laws, the Receiving Party shall, and shall cause its Affiliates and Representatives to, redeliver to the Disclosing Party all copies of the written or other tangible Confidential Information in effectits possession or in possession of its Representatives and any related electronically held data. Despite the return or destruction of Confidential Information, the Receiving Party, upon its Affiliates and Representatives shall remain bound to the Disclosing Party's written requestobligations set forth in this IPR Policy until the dissolution of the Association and for a period of 5 (five) years thereafter. This clause 12.5, shall return not apply to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided which pursuant to applicable law, order, decree, regulation or rule may not be returned or destroyed or Confidential Information contained in any material prepared for or by the supervisory bodies of the Receiving Party and in or its possession or the possession of its Representatives. In lieu of returning the information as provided hereinAffiliates, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained the Receiving Party, its Affiliates and their representatives shall be subject remain bound to the terms obligations set forth in this IPR Policy until the dissolution of this Agreement.
the Association and for a period of 5 (bfive) Notwithstanding Section 9(a) above, (i) years thereafter. The obligations of the Receiving Party and its Representatives set out in this Clause 12.5 shall further not be obligated apply to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigationroutine backup copies created by electronic data processing systems/programs provided, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effecthowever, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of , its Representative’s computer back-up procedures create copies Affiliates and their representatives shall remain bound to the obligations set forth in this IPR Policy until the dissolution of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage Association and for the a period the Receiving Party or such Representative normally archives backed-up computer records; of 5 (iiifive) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactionyears thereafter.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Return of Confidential Information. (a) While this Agreement remains Unless otherwise agreed to in effectwriting by the Disclosing Party, the Receiving Party, upon the Disclosing Party's written request, shall Party shall:
(i) return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from or destroy all copies of the date such request is received, all Confidential Information provided to and Confidential Documents in the Receiving Party and in its Party’s possession or in the possession of its Representatives. In lieu ; and (ii) destroy all copies of returning the information as provided hereinany analyses, compilations, studies or other Confidential Documents prepared by the Receiving Party may or for the Receiving Party’s use containing, incorporating or reflecting any Confidential Information, in any case, before the close of business on the next Business Day following the date of any request by the Disclosing Party to the Receiving Party to return or destroy all the Confidential Information provided by, and Information. The Receiving Party shall certify in writing such destruction toits compliance with this paragraph forthwith after having so complied.
(b) Notwithstanding the foregoing, the Disclosing Receiving Party. Notwithstanding the return or destruction : (i) may retain a copy of the Confidential InformationInformation and/or Confidential Documents to the extent that such retention is required to demonstrate compliance with Applicable Law, regulation or professional standards or for use in the event of litigation or a dispute relating to this Agreement; (ii) retain any Confidential Information which is contained in the minutes of any of the Receiving Party shall continue Party’s board meetings or any decision-making documents which are based on the Confidential Information and have been submitted to the Receiving Party’s management and that need to be bound by its retained pursuant to the Receiving Party’s internal corporate governance rules; and (iii) to the extent that (i) above is inapplicable to Confidential Information and/or Confidential Documents that are electronically stored, destroy such electronically stored Confidential Information and/or Confidential Documents but only to the extent that it is reasonably practical to do so; provided that in the case of either (i), (ii) or (iii), any Confidential Information and/or Confidential Documents retained under this paragraph shall remain subject to the obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (under this Agreement in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to accordance with the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Shareholders Agreement (Village Farms International, Inc.), Shareholder Agreement
Return of Confidential Information. 8.8.1 Upon the expiration or termination of this Agreement, should the Disclosing Party request in writing that the Receiving Party return or destroy the Disclosing Party’s Confidential Information during the seven (a7) While this Agreement remains in effectyear Confidentiality Period during which the confidentiality and non-use obligations subsequently survive, the Receiving PartyParty shall, upon as the Disclosing Party's written requestcase may be, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, or destroy all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof).
8.8.2 Nothing in this Section 8.8 shall require the alteration, modification, deletion, or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided; however, that regardless of any other provision of this Agreement the Receiving Party shall continue to be bound by its possession obligations of confidentiality and other obligations under this Article with respect to any Confidential Information contained in such archival tapes or other electronic back-up media for so long as such tapes or media are retained by the possession of its Representatives. In lieu of returning Receiving Party.
8.8.3 Notwithstanding the information as provided herein, foregoing,
(a) the Receiving Party may destroy all retain its own notes, reports, and other documents generated by or on such Party’s behalf in accordance with the provisions of this Article that contain Disclosing Party’s Confidential Information provided by, but only:
(i) to the extent reasonably required (A) to exercise the rights and shall certify in writing such destruction to, licenses of the Disclosing PartyReceiving Party expressly surviving expiration or termination of this Agreement; or (B) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or
(ii) to the extent it is impracticable to do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementArticle.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Collaborative Development and Commercialization Agreement, Collaborative Development and Commercialization Agreement (Histogen Inc.)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to of the Receiving Disclosing Party and in its possession or the possession of its Representatives(and all copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, upon written request of the Disclosing Party, upon such expiration or termination, the Receiving Party shall destroy all Confidential Information provided byof the Disclosing Party in its possession (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 10.7 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE 10 with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE 10 and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (x) to comply with applicable Law and regulatory requirements; (y) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; and (z) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE 10.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: License Agreement (Macrogenics Inc), License Agreement (Macrogenics Inc)
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, AMD shall promptly return to the Disclosing Party as promptly as practicableFASL (or destroy, but in no event later than thirty (30at FASL’s election) days from the date such request is received, all Documentation and FASL Confidential Information then in the possession or under AMD’s control, and FASL shall promptly return to AMD (or destroy, at AMD’s election) all AMD Confidential Information then in the possession or under FASL’s control, excluding historical point-of-sale reports and other historical information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing PartyFASL pursuant to Section 9.1 above. Notwithstanding the return foregoing, (i) any AMD historical pricing information may only be retained by FASL for financial reporting and other similar reporting and audit purposes but may not be supplied to any other distributor, sales representative or destruction the like; (ii) FASL shall not retain any information provided to AMD or its Affiliates by any of their respective Customers or Channel Partners and marked specifically as Customer confidential information or Channel Partner confidential information, as applicable, unless such Customers or Channel Partners have agreed in writing to permit FASL to retain such information; and (iii) FASL may retain any AMD information relating to current proposals, price quotations or commitment, but FASL shall not supply any such information to any other distributor, sales representative or the Confidential Informationlike.
(b) Notwithstanding subsection (a) above, the Receiving Party shall continue not be liable to be bound by its obligations hereunder the Disclosing Party for the duration inadvertent use of the term of confidentiality hereof. Counsel Disclosing Party’s Residual Information for the Receiving Party may retain one Party’s own business purposes by the Receiving Party’s personnel who no longer have access to any tangible (1including machine-readable) copy embodiments of any Confidential Information (in whole or in part) for its filesof the Disclosing Party; provided, however, that any such Confidential Information so retained the foregoing shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) not release or excuse the Receiving Party and its Representatives shall not be obligated to return or destroy from any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned liability to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or for any disclosure of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates to any other persons or Entities, including the Receiving Party’s former personnel, or any use of such Confidential Information by such other persons or Entities. This subsection (b) shall not be required deemed to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(cA) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject grant to the terms this Agreement until it is returned, destroyed Receiving Party a license under any Intellectual Property Rights (excluding trade secrets) of the Disclosing Party or erased.(B) authorize any use of the tangible (including machine-
Appears in 2 contracts
Samples: Distribution Agreement (Advanced Micro Devices Inc), Distribution Agreement (Spansion Inc.)
Return of Confidential Information. Upon the termination of this Agreement, the Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in its possession (and all copies and reproductions thereof). In addition, the Receiving Party will use reasonable efforts to destroy: (a) While this Agreement remains any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in effectelectronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, at the election of the Receiving Party, upon the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided hereintermination, the Receiving Party may will destroy all Confidential Information provided byof the Disclosing Party in its possession (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party, and will provide written certification of such destruction to the Disclosing Party. Nothing in this Section 10.9 will require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided, however, that the Receiving Party will continue to be bound by its obligations of confidentiality and other obligations under this Article 10 with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information will be certified in writing to the Disclosing Party. Notwithstanding the foregoing, (i) the Receiving Party will be permitted to retain as many copies of the Disclosing Party’s Confidential Information solely as required by Applicable Law in a secure location for its archival files solely for the purpose of monitoring compliance with applicable confidentiality obligations pursuant to this Agreement and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents solely to the extent reasonably required (x) to comply with Applicable Law and regulatory requirements; (y) to exercise the rights and licenses of the Receiving Party expressly surviving termination of this Agreement; and (z) to perform the obligations of the Receiving Party expressly surviving termination of this Agreement. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall will continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementArticle 10.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 2 contracts
Samples: Evaluation Agreement (Fibrogen Inc), Evaluation Agreement (Fibrogen Inc)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and in its possession or the possession of its Representativesall copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may shall destroy: (a) any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Alternatively, upon written request of the Disclosing Party, the Receiving Party shall destroy all Confidential Information provided byreceived by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof) and any notes, and shall certify in writing such destruction to, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 11.7 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE 11 with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this ARTICLE 11 and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents (A) to the extent reasonably required (i) to comply with applicable Law and regulatory requirements; (ii) to exercise the rights and *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; and (iii) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE 11.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Option for a License Agreement
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving PartySubject to Section 7.3(a), upon the Disclosing Party's written expiration or termination of this Agreement, upon request, the Recipient shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided byreceived by the Recipient or any of its Affiliates from the Disclosing Party or any of its Affiliates (and all copies and reproductions thereof). In addition, the Recipient and its Affiliates shall certify in writing such destruction todestroy: (a) any notes, reports or other documents prepared by the Recipient which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Nothing in this Section 10.3 shall require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Recipient and its Affiliates shall continue to be bound by its obligations of confidentiality and other obligations under this Article X with respect to any of the Disclosing Party’s Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of the Disclosing Party’s Confidential Information shall be certified in writing to the Disclosing Party by an authorized officer of the Recipient supervising such destruction. Notwithstanding the foregoing, (i) the Recipient and its Affiliates may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Recipient’s continuing obligations under this Article X and (ii) the Recipient and its Affiliates may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (x) to exercise the rights and licenses of the Recipient expressly surviving expiration or termination of this Agreement; (y) to perform the obligations of the Recipient expressly surviving expiration or termination of this Agreement; or (z) for regulatory or archival purposes. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party Recipient shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.Article X.
Appears in 1 contract
Return of Confidential Information. (a) While this Agreement remains in effectSubject to paragraph 6 below, the Receiving Party, upon Party will promptly on the Receiving Party receiving a demand in written or electronic form from the Disclosing Party or on its behalf by an authorised officer to do so: (at the Receiving Party's written request, shall ’s option) either return to the Disclosing Party as promptly as practicable, but or confirm in no event later than thirty (30) days from the date such request is received, writing that all Confidential Information provided and all copies reproductions or extracts thereof or any part thereof have been destroyed, except any Confidential Information destroyed in accordance with paragraph 6(iii) below; to the extent reasonably practicable, expunge all Confidential Information from any computer, word processor or other similar device into which it was programmed by the Receiving Party and in its possession or the possession any of its Representatives. In lieu Representatives save that there shall be no requirement to expunge Confidential Information saved as part of returning the information as provided hereinany automated back-up or archiving process; and subject to paragraph 7, destroy all notes, analyses, compilations, studies, memoranda and other documents containing or reflecting or generated from any Confidential Information prepared by the Receiving Party may destroy all Confidential Information provided by, or any of its Representatives and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject will confirm to the terms Disclosing Party that to the best of its knowledge, information and belief, having made all proper enquiries, this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the undertaking has been complied with. The Receiving Party and its Representatives shall not be obligated entitled to return or destroy any retain Confidential Information that which the Receiving Party is retaining pursuant required by applicable laws or regulations to a document retain for compliance purposes only, provided that any such retention hold established in connection with shall not be for any actual period longer than that required by such laws or anticipated civil or criminal investigation or litigation, in which event the regulations and also that any such Confidential Information retained shall be retained by remain subject to the Receiving Party or its Representatives until duties of confidentiality in relation to such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Informationcontained in this Agreement. On request, the Receiving Party or such Representative may retain such copies in shall supply a certificate signed by any of its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided toauthorised representatives confirming that, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returnedbest of his knowledge, destroyed or erasedinformation and belief, having made all proper enquiries, the requirements of paragraphs 6 and 7 have been fulfilled.
Appears in 1 contract
Samples: Non Disclosure Agreement
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, At any time upon the Disclosing Party's written request, request of MPI for any reason:
(i) Takeda shall return to the Disclosing Party as promptly as practicable, but (and in no event later than thirty five business days after such request) return to MPI all MPI Evaluation Material (30and all copies thereof) days from furnished to Takeda or its Representatives by or on behalf of MPI and shall not retain any copies, extracts or other reproductions (including MPI Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material except for one archival copy to be maintained under the date control of Takeda’s Legal Division for the sole purposes of (a) satisfying any legally mandated disclosure obligations and (b) reviewing the contents of the MPI Evaluation Material in order to confirm Takeda’s compliance with this Agreement; and provided that such request is received, all Confidential Information provided material shall continue to be subject to the Receiving Party restrictions set forth in this Agreement; and
(ii) Takeda and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may Representatives shall destroy all Confidential Information MPI Evaluation Material prepared by Takeda or its Representatives and shall not retain any copies, extracts or other reproductions (including MPI Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material except for one archival copy to be maintained under the control of Takeda’s Legal Division for the sole purposes of (a) satisfying any legally mandated disclosure obligations and (b) reviewing the contents of the MPI Evaluation Material in order to confirm Takeda’s compliance with this Agreement; and provided bythat such material shall continue to be subject to the restrictions set forth in this Agreement, and such destruction shall certify be certified in writing such destruction to, the Disclosing Partyto MPI by an authorized officer of Takeda upon request of MPI. Notwithstanding the return or destruction of the Confidential InformationMPI Evaluation Material, the Receiving Party Takeda and its Representatives shall continue to be bound by its their obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreementhereunder.
(b) Notwithstanding Section 9(a) above, At any time upon the written request of Takeda for any reason:
(i) MPI shall promptly (and in no event later than five business days after such request) return to Takeda all Takeda Evaluation Material (and all copies thereof) furnished to MPI or its Representatives by or on behalf of Takeda and shall not retain any copies, extracts or other reproductions (including Takeda Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such material except for one archival copy to be maintained under the Receiving Party control of MPI’s Legal Division for the sole purposes of (a) satisfying any legally mandated disclosure obligations and (b) reviewing the contents of the Takeda Evaluation Material in order to con firm MPI’s compliance with this Agreement; and provided that such material shall continue to be subject to the restrictions set forth in this Agreement; and
(ii) MPI and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained all Takeda Evaluation Material prepared by the Receiving Party MPI or its Representatives until and shall not retain any copies, extracts or other reproductions (including Takeda Evaluation Material stored in any computer or other electronic storage device) in whole or in part of such time as material except for one archival copy to be maintained under the document retention hold is no longer control of MPI’s Legal Division for the sole purposes of (a) satisfying any legally mandated disclosure obligations and (b) reviewing the contents of the Takeda Evaluation Material in effectorder to confirm MPI’s compliance with this Agreement; and provided that such material shall continue to be subject to the restrictions set forth in this Agreement, at which time the Confidential Information and such destruction shall be returned certified in writing to Takeda by an authorized officer of MPI upon request of Takeda. Notwithstanding the Disclosing Party return or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any destruction of its Representative’s computer back-up procedures create copies of the Confidential InformationTakeda Evaluation Material, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party MPI and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed shall continue to or created be bound by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactiontheir obligations hereunder.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Confidentiality Agreement (Mahogany Acquisition Corp)
Return of Confidential Information. (a) While this Agreement remains in effectUpon demand by any Disclosing Party, the Receiving Recipient shall, at its option, promptly return or cause to be returned to such Disclosing Party or destroy, at its sole cost, all Confidential Information and any copies thereof, including, without limitation, all Notes. If requested by a Disclosing Party, upon the completeness of any such return or destruction of information shall be confirmed in writing to such Disclosing Party's written request, Party by the Recipient. Return or destruction of the Confidential Information hereunder shall return not extinguish the obligations and liabilities of the Recipient and its Representatives to the Disclosing Party as promptly as practicableand its Affiliates, but if applicable, for non-disclosure and non-use specified herein, which obligations and liabilities shall remain in no event later than thirty full force and effect for the period specified in Section 17 below. Notwithstanding the foregoing in this Section 4, (30i) days from the date such request is received, all summaries of Confidential Information provided to Recipient’s or its Affiliate(s)’ board of directors or similar governing body for the Receiving Party purpose of evaluating the Potential Transaction may be retained, (ii) Recipient may retain copies of Confidential Information in accordance with policies and procedures implemented by such persons in its possession order to comply with applicable law, regulation, stock exchange rules, professional standards, internal document retention or archival procedures, (iii) Recipient may retain copies of Confidential Information if, based upon the possession advice of its Representatives. In lieu of returning the information as provided hereinlegal counsel, the Receiving Party may destroy all return or destruction of such Confidential Information provided bywould be unlawful, violate any order, judgment, writ or decree to which Recipient is subject and (iv) Recipient and/or its Representatives shall not be deemed to have retained or failed to destroy any Confidential Information which are contained on servers or back-up sources if such Confidential Information are deleted from local hard drives and no attempt is made to recover such Confidential Information from such servers or back-up sources, and shall certify in writing the Recipient continues to maintain the confidentiality of such destruction to, information for the Disclosing Partyremainder of the term of this Agreement. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall Recipient and its Representatives will continue to be bound by its the obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (and other obligations set forth in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to this Agreement per the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Confidentiality Agreement
Return of Confidential Information. Receiving Party shall keep a record of the Confidential Information that it or any member of its Group has received. Receiving Party shall (or shall procure that any member of its Group) immediately upon demand by Disclosing Party at any time during the course of the Discussions and in any event on completion of the Discussions or if Receiving Party ceases to be interested in the Purpose or on termination or expiry of this Agreement:
(a) While this Agreement remains return to Disclosing Party (or if requested by Disclosing Party destroy) within 14 days all original and copy documents and all other materials (including correspondence, papers and other property) which are in effect, Receiving Party’s control or in the control of any member of its Group or their respective Agents or (as a result of any disclosure by Receiving Party, upon any member of its Group) in the control of any third party, belonging to Disclosing Party or any member of its Group, which are in a form capable of delivery (including, without limitation, computer tapes and discs), and which contain or reflect any Confidential Information other than any original or copy documents containing analyses, studies, compilations or other materials derived from Confidential Information (which Receiving Party shall (or shall procure that any member of its Group shall) destroy), and shall not retain any copies thereof and shall, on request, provide written confirmation that it has done so; and
(b) ensure that where Confidential Information has not been returned or destroyed under paragraph 4.(a) above, no step shall be taken to access or recover such Confidential Information from any computer, word-processor, telephone or other device containing such information or which is otherwise stored or held in electronic, digital or other machine readable form. Such Confidential Information shall remain subject to the terms of this Agreement. If so requested by Disclosing Party, Receiving Party shall provide to Disclosing Party, within 10 business days of Disclosing Party's written request, shall return to a signed certificate confirming that the Disclosing Party as promptly as practicableobligations contained in this clause 4 have been complied with. Notwithstanding the obligations in this clause 4, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in any member of its possession Group shall be entitled to retain such copies of such Information as are required by law or the possession rules of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided byany applicable regulatory authority to which it or they are subject, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party Information shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be held subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Non Disclosure Agreement
Return of Confidential Information. (a) While Upon termination or expiration of this Agreement remains or otherwise upon written request of Disclosing Party, Receiving Party shall return, forthwith to Disclosing Party, any and all Confidential Information in effectits possession and control, together with copies thereof, if any, it received from Disclosing Party during the term hereof. Alternatively, at such termination or expiration, Disclosing Party may elect to have all Confidential Information it transmitted or communicated to Receiving Party destroyed by Receiving Party pursuant to written instructions. Notwithstanding the foregoing, Receiving Party may retain a copy of any Confidential Information in its possession solely for archival purposes as may be required by law or otherwise at the sole discretion of Receiving Party, upon subject to the duty of confidentiality contained herein. Survival of Obligations: Articles 2, 3.1, 4.1, 4.3, 5.3, 5.4, and 6 herein shall continue in full force notwithstanding the termination or expiration of this Agreement. Either party to this Agreement shall be entitled to disclose any Confidential Information in its possession in compliance with law, regulation, or an order of any court of competent jurisdiction to which it may be subject. Prior to Receiving Party disclosing Confidential Information pursuant to court order or regulation, Receiving Party shall to the extent legally permissible inform Disclosing Party's written Party of the court’s request, . Receiving Party shall return thereafter take reasonable steps to preserve the confidentiality of the information so disclosed and shall give the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, prompt notice of all Confidential Information provided so disclosed. Disclosing Party, upon being informed of the court order, may take any reasonable method and action to the protect its Confidential Information as long as such actions or methods do not interfere with Receiving Party and in its possession Party’s compliance with such court order. No rights, obligations, representations or the possession of its Representativesterms other than those expressly set forth herein are to be implied from this Agreement. In lieu of returning the particular, without limitation: This Agreement does not obligate either party to disclose or receive any information as provided hereinto or from, or to engage in any transaction with, the Receiving Party may destroy all other; Subject to subsection 4.1.2, receipt of Confidential Information provided byunder this Agreement shall not preclude or otherwise limit Receiving Party, without disclosing or using Confidential Information of Disclosing Party, from developing, providing and/or obtaining technology, products and shall certify in writing such destruction toservices to or from third parties which may be competitive with products or services of Disclosing Party, or compete with the Disclosing Party. Notwithstanding Neither the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms execution of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) nor the Receiving Party and its Representatives shall not be obligated to return or destroy disclosure of any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with herein, shall be construed as, either expressly or by implication, estoppel or otherwise, transferring of ownership or granting any actual license under any invention, patent, trademark, copyright, trade secret or anticipated civil know-how now or criminal investigation hereafter held by or litigation, in which event the controlled by Disclosing Party. All Confidential Information is provided "AS IS," “WHERE IS,”and with all faults and defects, without any warranty, express or implied, regarding its accuracy, completeness, or performance. Should any part of this Agreement be declared invalid by a court of law or become invalid due to changes of law, such decisions or changes shall be retained by not affect the Receiving Party validity of any remaining portion which shall remain in full force and effect as if the invalid portion was never a part of this Agreement at the time it was executed. Should the severance of any such part of this Agreement materially affect any other rights and obligations of the parties hereunder, or its Representatives until such time as make impossible or impractical the document retention hold is no longer enforcement of any remaining portion or the whole Agreement, the parties hereto shall negotiate in effect, at which time the Confidential Information shall be returned good faith to amend this Agreement in a manner satisfactory to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactionparties.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Customer Confidentiality Agreement
Return of Confidential Information. (a) While Upon request of FGV, but not earlier than upon termination of this Agreement remains in effectFor the purpose of this clause, “Personal Data’ has the Receiving Partymeaning Agreement, upon the Disclosing Party's written request, Recipient shall return or destroy all materials in any form assigned to it in the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from Personal Data Protection Xxx 0000 [Act 709]. containing any part of the date such request is received, all Confidential Information provided to (if any). If requested, Recipient shall provide written confirmation that the Receiving Party and in its possession or above obligation has In consideration of the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction disclosure of the Confidential Information, been fulfilled. the Receiving Party Recipient undertakes the obligations contained in this 9. Remedies Agreement in relation to FGV’s Confidential Information. Recipient accepts that FGV shall continue be entitled to be bound by its obligations hereunder for seek injunctive relief to “Permitted Purpose” means the duration purpose of disclosure of Confidential prevent a breach of this Agreement and to seek specific performance of Information set forth in section C. this Agreement in addition to all other remedies available in equity and law, all of which are non-exclusive and cumulative. The Recipient shall 2. Non-Disclosure indemnify an d hold harmless FGV from and against all actions, claims, damage, loss, costs and expenses (including reasonable solicitor’s costs) The Recipient shall maintain in strict confidence any Confidential arising out of or in relation to the disclosure of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (disclosed hereunder by FGV and/or its Affiliates. Information in breach of the provisions herein except where the Recipient The Recipient hereby covenants and agrees to restrict the establishes that such disclosure is permitted in accordance with the dissemination, circulation and supply of the Confidential Information provisions herein. of FGV and/or its Affiliates or any part thereof only to those of its 10. Notices officers and employees and such permitted agents and advisors or All notices, demands, request or other communications given, served or that of its Affiliates, associate of related companies who require the sent by any party to the other party pursuant to this Agreement will be in whole or in part) for its files; provided, however, that any part of such Confidential Information so retained to accomplish the writing and will be (i) transmitted by mail delivery, or (ii) hand delivery, purpose for which the same has been disclosed. The Recipient shall be subject or (iii) if transmitted by facsimile and/or electronic mail, the party must ensure that it, its Affiliates, associates and related companies will also simultaneously send the same by the method in (i) or (ii), in each not disclose any FGV’s Confidential Information to its consultants, case to the addresses as set forth in Section A. agent or advisor unless and until such advisor, agent or consultants 11. Publicity are made aware to the terms of this Agreement and agree to be The Recipient shall not disclose the Confidential Information pertaining to bound by the same terms and conditions and agree to sign a the Permitted Purposes to the public through the media in whatever form confidentiality agreement (“Confidentiality Agreement.
(b”) Notwithstanding Section 9(a) abovein favour of for whatsoever reasons which includes but not limited to publicity, (i) press FGV containing substantially the Receiving Party same terms as contained herein releases, interviews, or any other forms without prior written consent and delivered a copy of the Confidentiality Agreement to FGV. from FGV. The Recipient will also ensure and procure that none of its Representatives officers, 12. Miscellaneous employees, servants, agents, consultants and advisors and those of This agreement contains the entire understanding of the Parties on the its Affiliates will do any act, matter or thing which, if done by the subject matter hereof. No modification of this agreement shall be Recipient, would constitute a breach of the Recipient’s obligations effective unless in writing and signed by both Parties. Should any article under the terms of this Agreement. be found invalid or unenforceable, it may be severed without affecting The Recipient agrees to use the same care and discretion to avoid any other part of this agreement. A waiver of any breach of this disclosure, publication, or dissemination of FGV’s Confidential agreement by the Company shall not be obligated to return or destroy deemed a waiver of any Confidential Information that the Receiving Party is retaining pursuant Recipient uses to a document retention hold established protect its own Confidential repetition of such breach or in connection with any actual way affect any other terms or anticipated civil or criminal investigation or litigation, Information but in which event no case will the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates Recipient use less than conditions hereof. This agreement shall not be required assignable in whole or in reasonable care to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with protect FGV’s Confidential Information. part by the Possible TransactionRecipient without the written consent of the Company.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Confidentiality Agreement
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall return to the Disclosing Party or destroy (and certify as promptly as practicable, but in no event later than thirty (30to the destruction of) days from the date such request is received, all Confidential Information provided to received by the Receiving Party from the Disclosing Party (and in its possession or the possession of its Representativesall copies and reproductions thereof). In lieu of returning the information as provided hereinaddition, the Receiving Party may destroy all shall destroy: (a) any notes, reports, or other documents prepared by the Receiving Party which contain Confidential Information provided by, and shall certify in writing such destruction to, of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Nothing in this Section 11.6 shall require the alteration, modification, deletion, or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided, that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this Article XI with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. Notwithstanding the foregoing: (i) the Receiving Party’s legal counsel may retain one (1) copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this Article XI; and (ii) the Receiving Party may retain the Disclosing Party’s Confidential Information and its own notes, reports, and other documents (A) to the extent reasonably required (1) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (2) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to do so without incurring disproportionate cost, provided, that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this Article XI with respect to any Confidential Information retained for any of the foregoing reasons. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementArticle XI.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: License Agreement (Eyenovia, Inc.)
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible TransactionPurchase Agreement, including, without limitation, any amendment or proposed amendment thereto and any internal approval or contract update or review required by its board of directors or senior management; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible TransactionPurchase Agreement.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Capacity Credit Purchase Agreement
Return of Confidential Information. (a) While At the written request of the Disclosing Party promptly following the termination of this Agreement remains in effectAgreement, the Receiving Party, upon the Disclosing Party's written request, Party shall (and shall cause its Affiliates and their respective representatives to) return to the Disclosing Party as promptly as practicableor destroy all originals of documents (in paper or electronic form) and physical materials then in its possession, but in no event later than thirty (30) days and copies thereof, to the extent containing Confidential Information received from the date Disclosing Party (which is not also considered to be the Receiving Party’s Confidential Information) with respect to such request is receivedterminated Licensed Products, and destroy all Confidential Information provided documents and other materials that it created to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as extent including any such Confidential Information; provided herein, that the Receiving Party may destroy all retain in confidence (a) one (1) archival copy of the Confidential Information provided by, in its legal files solely to permit the Receiving Party to determine compliance with its obligations hereunder; (b) any portion of the Confidential Information of the other Party which is contained in the Receiving Party’s laboratory notebooks or automatic computer backups; (c) any portion of the Confidential Information of the other Party which a Receiving Party is required by Applicable Law to retain; and shall certify (d) any Confidential Information that the Receiving Party has the right to continue to use (including in writing such destruction to, satisfying its obligations under this Article 13 (Effects of Expiration or Termination) or in connection with Exploitation of Licensed Products for which this Agreement has not terminated) after the date of the Disclosing Party’s request after termination or expiration of this Agreement, as applicable. Notwithstanding the return or destruction of the Confidential Informationdocuments and tangible items described above, the Receiving Party shall Parties will continue to be bound by its their obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one under Article 10 (1) copy of Confidential Information (in whole or in part) for its filesConfidentiality; provided, however, that any such Confidential Information so retained shall be subject to the terms of this AgreementPublications and Presentations).
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Collaboration and License Agreement (iTeos Therapeutics, Inc.)
Return of Confidential Information. If this Agreement is terminated for any reason, upon the written request of a Party, the non-requesting Party shall either, at the requesting Party’s election: (a) While promptly destroy all copies of the requesting Party’s Confidential Information in the possession or control of the non-requesting Party (other than Joint Know-How and the terms of this Agreement) and confirm such destruction in writing to the requesting Party or (b) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of the requesting Party’s Confidential Information in the possession or control of the non-requesting Party (other than Joint Know-How and the terms of this Agreement); provided that in the event of a termination of this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, shall return with respect to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of or more (but not all) Licensed Products or countries in the Territory, the foregoing obligation to return or destroy shall only apply to Confidential Information solely related to such terminated Licensed Products or countries, as applicable. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (in whole or in partx) for its files; provided, however, that any such Confidential Information so to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights under this Agreement (including with respect to any non-terminated Licensed Products and countries) and, in any event, a single copy of such Confidential Information for archival purposes and (y) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage Agreement for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each set forth in Section 10.1. Upon written request of the Receiving requesting Party, the non-requesting Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information shall certify that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be all actions required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed be taken pursuant to this Section 9 10.9 have been completed. For clarity, the foregoing provisions of this Section 10.9 shall be retained subject apply if (i) Takeda does not provide an Exercise Notice prior to the terms expiration of the Option Period, upon expiration of the Option Period, and (ii) this Agreement until it is returnedterminated prior to the Option Effective Date, destroyed or erasedthen upon the effective date of such termination.
Appears in 1 contract
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving PartySubject to Section 10.3, upon the Disclosing Party's written expiration or termination of this Agreement, upon request, shall the Recipient will return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided byreceived by the Recipient or any of its Affiliates from the Disclosing Party or any of its Affiliates (and all copies and reproductions thereof). In addition, the Recipient and shall certify in writing such destruction toits Affiliates will destroy: (a) any notes, reports or other documents. prepared by the Recipient which contain Confidential Information of the Disclosing Party; and (b) any Confidential Information of the Disclosing Party (and all copies and reproductions thereof) which is in electronic form or cannot otherwise be returned to the Disclosing Party. Nothing in this Section 9.4 will require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business of the Recipient and its Affiliates; provided that the Recipient and its Affiliates will continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE 9 with respect to any of the Disclosing Party’s Confidential Information contained in such archival tapes or other electronic back-up media. Any requested destruction of the Disclosing Party’s Confidential Information will be certified in writing to the Disclosing Party by an authorized officer of the Recipient supervising such destruction. Notwithstanding the foregoing, (i) the Recipient and its Affiliates may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Recipient’s continuing obligations under this ARTICLE 9 and (ii) the Recipient and its Affiliates may retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents to the extent reasonably required (A) to exercise the rights and licenses of the Recipient expressly surviving expiration or termination of this Agreement; (B) to perform the obligations of the Recipient expressly surviving expiration or termination of this Agreement; or (C) for regulatory or archival purposes. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall Recipient will continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE 9.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Return of Confidential Information. (a) While Following expiry or any early termination of this Agreement remains in effectAgreement, the Receiving Party that has Confidential Information of the other Party shall to the extent reasonably possible destroy (at such Party, upon the Disclosing Party's ’s written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date all such request is received, all Confidential Information provided to the Receiving Party and in its possession as of the effective date of expiration or termination, with the possession exception of its Representativesone copy of such Confidential Information, which may be retained by the legal department of the Party that received such Confidential Information solely for purposes of ensuring compliance with confidentiality obligations, provided that each Party may retain and continue to use such Confidential Information of the other Party to the extent necessary to exercise any surviving rights, licenses or obligations under this Agreement or any obligation under Applicable Laws. In lieu of returning the information as provided hereinFor clarity, the Receiving Party owning any Confidential Information shall at all times be entitled to fully use its Confidential Information (but not the Confidential Information of the other Party) for any purpose.
(b) Following termination of any Exclusive License, the Party that has any Confidential Information of the other Party which is subject to such Exclusive License (and which is not required for any ongoing rights or obligations under this Agreement) shall to the extent reasonably possible destroy (at such Party’s written request) or put beyond use all such Confidential Information in its possession as of the effective date of termination (with the exception of one copy of such Confidential Information, which may be retained by the legal department of the Party that received such Confidential Information solely for purposes of ensuring compliance with confidentiality obligations), provided that each Party may destroy all retain and continue to use such Confidential Information provided byof the other Party to the extent necessary to exercise any surviving rights, and shall certify in writing such destruction tolicenses or obligations under this Agreement or any obligation under Applicable Laws. For clarity, the Disclosing Party owning any Confidential Information previously subject to any Exclusive License shall be entitled to fully use its Confidential Information (but not the Confidential Information of the other Party. Notwithstanding the ) for any purpose.
(c) This clause shall not require return or destruction of any Confidential Information which is held on back-up servers or archive systems, provided such back-ups have been made as part of the routine business of a Party and such back-ups are not accessible other than by members of the IT team at such Party. Any Confidential Information, Information retained by a Party (but belonging to the Receiving Party shall other Party) will continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms confidentiality provisions of this Agreement.
(bd) Notwithstanding Section 9(a) aboveFor clarity, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the ownership of Confidential Information shall be retained by determined in accordance with the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the definition of Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible TransactionClause 11.1.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Collaboration Agreement (Adaptimmune Therapeutics PLC)
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, AMD shall promptly return to the Disclosing Party as promptly as practicableFASL (or destroy, but in no event later than thirty (30at FASL’s election) days from the date such request is received, all Documentation and FASL Confidential Information provided to then in the Receiving Party and in its possession or under AMD’s control, and FASL shall promptly return to AMD (or destroy, at AMD’s election) all AMD Confidential Information then in the possession of its Representatives. In lieu of returning the information as provided hereinor under FASL’s control, the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. ****.
(b) Notwithstanding the return or destruction of the Confidential Informationsubsection (a) above, the Receiving Party shall continue not be liable to be bound by its obligations hereunder the Disclosing Party for the duration inadvertent use of the term of confidentiality hereof. Counsel Disclosing Party’s Residual Information for the Receiving Party may retain one Party’s own business purposes by the Receiving Party’s personnel who no longer have access to any tangible (1including machine-readable) copy embodiments of any Confidential Information (in whole or in part) for its filesof the Disclosing Party; provided, however, that any such Confidential Information so retained the foregoing shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) not release or excuse the Receiving Party and its Representatives shall not be obligated to return or destroy from any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned liability to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or for any disclosure of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates to any other persons or Entities, including the Receiving Party’s former personnel, or any use of such Confidential Information by such other persons or Entities. This subsection (b) shall not be required deemed to return (A) grant to the Receiving Party a license under any Intellectual Property Rights (excluding trade secrets) of the Disclosing Party or destroy (B) authorize any filing or other document or material provided to, or document or material created or held by, use of the tangible (including machine-readable) embodiments of any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant of the Disclosing Party. For purposes hereof, “Residual Information” means with respect to this Section 9 shall Confidential Information, information in non-tangible form which may be incidentally retained subject in the unaided memory of the Receiving Party’s personnel having had access to the terms this Agreement until it Confidential Information of the Disclosing Party, and which such personnel cannot identify as Confidential Information of the Disclosing Party. Such personnel’s memory is returned, destroyed or erased“unaided” if the personnel have not intentionally memorized any Confidential Information of the Disclosing Party.
Appears in 1 contract
Samples: Distribution Agreement (Advanced Micro Devices Inc)
Return of Confidential Information. (a) While Upon the expiration or termination of this Agreement remains in effectAgreement, the Receiving PartyParty shall destroy (or, upon the Disclosing Party's written ’s request, return) all Confidential Information received by the Receiving Party from the Disclosing Party (and all copies and reproductions thereof) and any notes, reports or other documents prepared by the Receiving Party which contain Confidential Information of the Disclosing Party. Nothing in this Section 13.7 shall return require the alteration, modification, deletion or destruction of archival tapes or other electronic back-up media made in the ordinary course of business; provided that the Receiving Party shall continue to be bound by its obligations of confidentiality and other obligations under this ARTICLE XIII with respect to any Confidential Information contained in such archival tapes or other electronic back-up media. The destruction of Confidential Information shall be certified in writing to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to by an authorized officer of the Receiving Party supervising such destruction. Notwithstanding the foregoing, (i) the Receiving Party’s legal counsel may retain one copy of the Disclosing Party’s Confidential Information solely for the purpose of determining the Receiving Party’s continuing obligations under this [*] Certain information in this document has been omitted and in its possession or filed separately with the possession of its RepresentativesSecurities and Exchange Commission. In lieu of returning Confidential treatment has been requested with respect to the information as provided herein, omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 ARTICLE XIII and (ii) the Receiving Party may destroy all Confidential Information provided by, and shall certify in writing such destruction to, retain the Disclosing Party’s Confidential Information and its own notes, reports and other documents (A) to the extent reasonably required (a) to exercise the rights and licenses of the Receiving Party expressly surviving expiration or termination of this Agreement; (b) to perform the obligations of the Receiving Party expressly surviving expiration or termination of this Agreement; or (B) to the extent it is impracticable to not do so without incurring disproportionate cost. Notwithstanding the return or destruction of the Disclosing Party’s Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of and other obligations under this AgreementARTICLE XIII.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Return of Confidential Information. (a) While this Agreement remains in effect, the Receiving Party, upon the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the A Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided byshall, and shall certify in writing such destruction cause its Representatives to, return to Disclosing Party or, if so directed in writing, destroy all tangible embodiments of Confidential Information received from Disclosing Party and all information, records and materials developed therefrom, promptly upon the earlier of (i) Disclosing Party. Notwithstanding ’s request at any time, or (ii) the return or destruction expiration of the Confidential InformationDisclosure Period set forth herein. Likewise, the Receiving Party shall continue promptly delete and erase, and shall cause its Representatives to be bound by its obligations hereunder for the duration delete and erase, all electronic copies of the term Disclosing Party’s Confidential Information held in electronic mail and/or attachments, in software or databases, or otherwise in computer memory or any kind of confidentiality hereofelectronic storage media. Counsel for Upon request, the Receiving Party may retain one (1) copy shall confirm in writing to the Disclosing Party that either no copies of Confidential Information (in whole or in part) for its files; providedhave been made or, howeverif made, that any such Confidential Information so retained shall be subject to have all been destroyed. Notwithstanding the terms of this Agreement.
(b) Notwithstanding Section 9(a) aboveforegoing, (i) the Receiving Party and its Representatives (i) may retain a single copy of any Confidential Information received hereunder for legal purposes for the sole purpose of ascertaining its ongoing rights and responsibilities in respect of such information; and (ii) shall not be obligated required to return or destroy any computer files containing Disclosing Party’s Confidential Information if and to the extent such files are created during automatic system back up operations and that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained are stored securely by the Receiving Party or its Representatives until such time as in electronic back-up or archival systems; provided, that all of copies retained under (i) and (ii) above shall continue to be governed by the document retention hold is no longer terms and conditions of this Agreement. Nothing in effectthis Agreement may be construed to require the Receiving Party or its Representatives to return, at which time the Confidential Information shall be returned destroy, turn over, or otherwise transfer to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Informationhard drives, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing servers, or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactionelectronic storage media.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Return of Confidential Information. (a) While At the written request of the Disclosing Party following the termination of this Agreement remains in effectAgreement, the Receiving Party shall (and shall cause its Affiliates and their respective representatives to), at the Receiving Party’s election, upon the Disclosing Party's written request, shall either promptly return to the Disclosing Party as promptly as practicableor destroy (and provide the Disclosing Party with certification of destruction of) all originals of documents (in paper or electronic form) and physical materials then in its possession, but in no event later than thirty (30) days from and copies thereof, to the date such request is received, all extent containing the Disclosing Party’s Confidential Information provided (which is not also considered to be the Receiving Party’s Confidential Information), and destroy (and provide the Disclosing Party with certification of destruction of) all documents and other materials that it created to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as extent including any such Confidential Information; provided herein, that the Receiving Party may destroy all Confidential Information provided by, and shall certify retain in writing such destruction to, confidence (a) one (1) archival copy of the Disclosing Party’s Confidential Information in its legal files solely to permit the Receiving Party to determine compliance with its obligations hereunder; (b) any portion of the Confidential Information of the Disclosing Party which is contained in the Receiving -140- Party’s laboratory notebooks, regulatory documentation, automatic computer backups or otherwise that cannot reasonably be returned or destroyed; (c) any portion of the Confidential Information of the Disclosing Party which the Receiving Party is required by Applicable Law to retain; and (d) any Confidential Information of the Disclosing Party that the Receiving Party has the right to continue to use (including in satisfying its obligations under this Article 17 (Effects of Expiration or Termination) or in exercising its rights that survive expiration or termination of this Agreement) (including, with respect to Mersana as the Receiving Party, to exercise the rights and licenses granted to it under Section 17.1.3 (Termination Following Option Exercise Date)), as applicable. Notwithstanding the return or destruction of the Confidential Informationdocuments and tangible items described above, the Receiving Party shall Parties will continue to be bound by its their obligations hereunder for under Section 12.1 (Confidentiality). For the duration avoidance of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole doubt, following expiration or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms termination of this Agreement.
(b, the Know-How described in Section 12.1.1(a) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not no longer be obligated deemed to return or destroy any be Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned to the Disclosing Party or destroyed as aforesaid; (ii) to the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each of the Receiving Party and its Representatives may retain those materials containing the Disclosing Party’s Confidential Information that are distributed to or created by its board of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible TransactionGSK.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Collaboration, Option and License Agreement (Mersana Therapeutics, Inc.)
Return of Confidential Information. (a) While this Agreement remains in effectWithin 30 days from the receipt of the written request of Disclosing Party, the Receiving Party, upon the Disclosing Party's written request, Party shall promptly return to the Disclosing Party as promptly as practicableany documents, but in no event later than thirty (30) days from the date such request is received, all data carriers or other tangible materials containing or representing Confidential Information provided to received form the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may destroy all Confidential Information provided bycopies thereof, and shall certify in writing such destruction todestroy permanently any documents, the Disclosing Party. Notwithstanding the return notes, memoranda or destruction of the Confidential Information, the Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; provided, however, that any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the Receiving Party and its Representatives shall not be obligated to return or destroy any Confidential Information that the Receiving Party is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the Confidential Information shall be retained other materials created by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at employees which time contain the Confidential Information, and shall delete any Confidential Information contained in any electronic or other data carriers or media. Such obligation does not include the copy of this Agreement. At the request of the Disclosing Party, the receiving Party shall be returned , within 30 days from receipt of such request, confirm to the Disclosing Party or destroyed as aforesaid; (ii) to such destruction and deletion in writing. The provisions of this Section do not exclude nor limit the extent that the Receiving Party’s or any of its Representative’s computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for the period the Receiving Party or such Representative normally archives backed-up computer records; (iii) each obligation of the Receiving Party and its Representatives may retain those materials containing to observe obligations set forth in this Agreement. § 5 No rights or obligations in Confidential information are granted other than as expressly provided under this Agreement. Nothing in this Agreement shall be construed as (i) giving the receiving Party any right or title to the Confidential Information; (ii)granting the Receiving Party any rights by way of assignment, license or otherwise under any intellectual property rights owned or controlled by the Disclosing Party’s . Any Confidential Information that and any development materially based thereon are distributed to or created by its board and shall remain the sole property of directors or senior management in connection with the Possible Transaction; Disclosing Party and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing assert no patent, copyrights or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transaction.
(c) Any claim on such Confidential Information not returned or destroyed pursuant to this Section 9 Information. Nothing herein shall be retained subject deemed to constitute by implication or otherwise the grant to the terms this Agreement until it is returnedReceiving Party any license or intellectual property right to or interest in Confidential Information, destroyed or erasedand/or any information, technology and/or products materially developed there from.
Appears in 1 contract
Samples: Non Disclosure Agreement
Return of Confidential Information. (a) While this Agreement remains in effectThe Confidential Information shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return or destruction thereof at any time upon giving written notice to the Receiving Party, upon . At the written request of the Disclosing Party's written request, shall return to the Disclosing Party as promptly as practicable, but in no event later than thirty (30) days from the date such request is received, all Confidential Information provided to the Receiving Party and in its possession or the possession of its Representatives. In lieu of returning the information as provided herein, the Receiving Party may shall return or destroy all of the original Confidential Information provided by, and shall certify in writing such destruction to, the Disclosing Party. Notwithstanding the return or destruction destroy copies and reproductions of the Confidential Information, including any reports, notes, evaluations or similar documents (both written and electronic) in its possession and in the possession of persons to whom it was disclosed. Receiving Party shall continue to be bound by its obligations hereunder for the duration of the term of confidentiality hereof. Counsel for the Receiving Party may retain one (1) copy of Confidential Information (in whole or in part) for its files; providedmay, however, that retain board or management papers, memoranda, approvals, minutes or other records which contain or refer to any such Confidential Information so retained shall be subject to the terms of this Agreement.
(b) Notwithstanding Section 9(a) above, (i) the and which Receiving Party and or its Representatives shall not be obligated Affiliate are required to retain in order to comply with the requirements of any applicable legislation. Receiving Party will certify to Disclosing Party in writing after receiving Disclosing Party’s request to return or destroy any the Confidential Information that the Receiving Party has complied with the foregoing requirements of this Section 5. Notwithstanding the provisions of this Section 5, it is retaining pursuant to a document retention hold established in connection with any actual or anticipated civil or criminal investigation or litigation, in which event the understood and agreed that Receiving Party’s computer systems may automatically back-up Confidential Information shall be retained by the Receiving Party or its Representatives until such time as the document retention hold is no longer in effect, at which time the Confidential Information shall be returned disclosed to the Disclosing Party or destroyed as aforesaid; (ii) to it under this Agreement. To the extent that the Receiving Party’s or any of its Representative’s such computer back-up procedures create copies of the Confidential Information, the Receiving Party or such Representative may retain such copies in its archival or back-up computer storage for records if such will be later destroyed in accordance with Receiving Party’s regular ongoing records retention process, and which copies will be subject to the period provisions of this Agreement until the Receiving Party or such Representative normally archives backed-up computer records; (iii) each same are destroyed. Notwithstanding the destruction of the Confidential Information, the Receiving Party and its Representatives may retain those materials containing will continue to be bound by the Disclosing Party’s Confidential Information that are distributed to or created by its board confidentiality obligations, use and disclosure restrictions, and other conditions of directors or senior management in connection with the Possible Transaction; and (iv) the Receiving Party and its affiliates shall not be required to return or destroy any filing or other document or material provided to, or document or material created or held by, any governmental authorities in connection with the Possible Transactionthis Agreement.
(c) Any Confidential Information not returned or destroyed pursuant to this Section 9 shall be retained subject to the terms this Agreement until it is returned, destroyed or erased.
Appears in 1 contract
Samples: Confidentiality Agreement
