Supplier’s Confidential Information. 11.1 The Customer shall maintain the confidentiality of the Supplier’s Confidential Information and shall not disclose, use, exploit, copy or modify the Supplier’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under our Agreement.
11.2 The Customer undertakes to:
11.2.1 disclose the Supplier’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement;
11.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 11; and
11.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 11.2 as if they were the Customer’s own acts or omissions.
11.3 The provisions of this clause 11 shall not apply to information which:
11.3.1 is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
11.3.2 is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
11.3.3 is independently developed by the Customer, without access to or use of such information; or
11.3.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.
11.4 This clause 11 shall survive the termination or expiry of our Agreement for a period of five years.
Supplier’s Confidential Information.
14.1 The Customer shall maintain the confidentiality of the Supplier’s Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Supplier’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under our Agreement.
14.2 The Customer undertakes to:
14.2.1 disclose the Supplier’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement;
14.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and
14.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Customer’s own acts or omissions.
14.3 The Customer shall give notice to the Supplier of any unauthorised use, disclosure, theft or loss of the Supplier’s Confidential Information immediately upon becoming aware of the same.
14.4 The provisions of this clause 14 shall not apply to information which:
14.4.1 is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;
14.4.2 is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;
14.4.3 is independently developed by the Customer, without access to or use of the Supplier’s Confidential Information; or
14.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.
14.5 This clause 14 shall survive the termination or expiry of our Agreement for a period of ten years.
Supplier’s Confidential Information. Ascension Health’s breach of its obligations with respect to Supplier’s Confidential Information.
Supplier’s Confidential Information. 16.1 The Customer shall maintain the confidentiality of the Supplier’s Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Supplier’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under our Agreement.
Supplier’s Confidential Information. (a) Any and all information, data and test results furnished by Supplier to Owner, including the formulation, manufacturing methods and all other aspects of the Supplier’s Bioemulsion, including any enhancements made as a result of information gathered as a result of the Testing (the “Supplier’s Intellectual Property”) are and will remain the sole property of the Supplier. Owner will have no claim or rights whatsoever related to the Supplier’s Intellectual Property regardless of whether or not such Supplier’s Intellectual Property derived directly from the Testing, the Baseline Data or the Emissions Data. Owner shall not use such information for any purpose other than for the work to be performed under this Agreement and as otherwise approved or authorized hereunder. Specifically, but without limitation, Owner shall not attempt to reverse-engineer or derive the formulation or other trade secrets embodied in Supplier’s Bioemulsion or such information, or use any of same in furtherance or otherwise in connection with development of any product, process or service other than Supplier’s Bioemulsion. Upon termination of this Agreement, Owner shall return or, at Supplier’s instruction, destroy (providing written certification of return of all copies of materials or destruction, as applicable) and erase from its electronic systems and devices all such Supplier Intellectual Property, retaining only one or more copies as required under applicable law and/or for archival purposes.
(b) Owner acknowledges and agrees that: (i) it does not and shall not acquire any license or any other interest whatsoever in any of the Disclosure Materials or any other information provided by Supplier pursuant to Section 4.1(a) regarding the Bioemulsion or otherwise acquired by Owner as a result of this Agreement, (ii) such Disclosure Materials and other information are and shall remain the sole property of Supplier, (iii) such Disclosure materials include proprietary trade secrets and other intellectual property owned by Supplier, and (iv) Owner shall take all reasonable measures to preserve the confidentiality of same. Owner shall keep all of the Disclosure Materials and other information in a secure location with access provided only to Owner personnel that must have access to same. Neither Owner nor any of its affiliates shall contest, attack or otherwise challenge Supplier’s rights with respect to Supplier’s Bioemulsion or any of its Disclosure Materials provided to Owner by Suppli...
Supplier’s Confidential Information. Allianz breach of its obligations with respect to Supplier’s Confidential Information.
Supplier’s Confidential Information. CoreLogic’s breach of its obligations under Article 13 with respect to Supplier’s Confidential Information.
Supplier’s Confidential Information. Except for information owned by Company under the clause TITLE TO WORK PRODUCT, no specifications, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information or data, written, oral, or otherwise, furnished by Supplier to Company under this Agreement or order, or in contemplation of this Agreement or order shall be considered by Supplier to be confidential or proprietary. IDENTIFICATION CREDENTIALS Company may, at its discretion, require Supplier Employees to exhibit identification credentials, which Company may issue, in order to gain access to Company’s premises for the performance of the Work. When Supplier Employees are no longer performing Work, Supplier shall ensure the prompt delivery to Company’s Technical Representative of the identification credentials involved or a written statement of the reasons why the identification credentials cannot be returned. Supplier shall be liable for any damage or loss sustained by Company if such credentials are not returned to Company. LICENSES No licenses, express or implied, under any patents are granted by Company to Supplier under this Agreement. Table of Contents
Supplier’s Confidential Information. Hercules breach of its obligations with respect to Supplier’s Confidential Information.
