Use and Confidentiality. All of the information, records, books, and data to which the parties are given access as set forth herein shall be used by the parties solely for the purpose of confirming the representations and warranties set forth herein. Subject to any obligation to comply with (i) any law (ii) any rule or regulation of any authority or securities exchange of (iii) any subpoena or other legal process to make information available to the persons entitled thereto, whether or not the Transaction shall be concluded, all information obtained by any party about the other, and all of the terms and conditions of this Agreement, shall be kept in confidence by each party, and each party shall cause its shareholders, directors, trustees, officers, employees, agents and attorneys to hold such information confidential. Such confidentiality shall be maintained to the same degree as such party maintains its own confidential information and shall be maintained until such time, if any, as any such data or information either is, or becomes, published or a matter of public knowledge; provided, however, that the foregoing shall not apply to any information obtained by either party through its own independent investigations of the other party or received by such party from a third party not under any obligation to keep such information confidential nor to any information obtained by such party which is generally known to others engaged in the trade or business; and provided, further, that, from and after the Closing, such party shall be under no obligation to maintain confidential any such information concerning the other party. If this Agreement shall be terminated for any reason, each party shall return or cause to be returned to the other all written data, information, files, records and copies of documents, worksheets and other materials obtained by such party in connection with the Transaction.
Use and Confidentiality. (a) The Recipient and its Representatives (i) will use the Confidential Information solely for the purpose of the Recognition Agreement, (ii) will keep the Confidential Information confidential, and (iii) will not disclose, exploit, reverse engineer or otherwise use any of the Confidential Information in any manner whatsoever; provided, however, that the Recipient may disclose the Confidential Information
(i) to such of its Representatives who need such information for the sole purpose of the Recognition Agreement, and (ii) to the extent that the Disclosing Party gives its prior written consent to such disclosure, which consent may be withheld at the sole and absolute discretion of the Disclosing Party. The Recipient shall inform any Representative who is provided Confidential Information of the confidential nature of the Confidential Information and shall direct such Representative to keep such information confidential. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives. In addition, the Recipient shall refrain from disclosing to any other person outside the Recipient’s Representatives the fact that the Confidential Information has been made available to it and/or that discussions or negotiations are taking place concerning the Recognition Agreement. In no event shall the Center provide, submit, or otherwise deliver to the Mitral Foundation any information or data that constitutes or is deemed to be protected health information, as defined 45 C.F.R. § 160.103, as the same may be amended from time to time (“PHI”) and such provision, submission, or other delivery shall not be accepted by the Mitral Foundation and all PHI returned immediately to the Center.
(b) If the Recipient or any of its Representatives is required, in the written opinion of the Recipient's counsel, to disclose any Confidential Information, by law, regulation, or legal or regulatory process, the Recipient shall: (i) take all reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information not be disclosed to non-parties or the public; (ii) give the Disclosing Party prompt prior written notice of such request or requirement so that the Disclosing Party may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (iii) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, to...
Use and Confidentiality. All of the other party’s non-public information, data, images and schematics, records, trade secrets, know how, books and other intellectual property rights to which each party and/or their respective representatives are given access as set forth above will be used by such party solely for the purpose of analyzing the Acquisition and will be treated on a strictly confidential basis by the recipient party. The terms, conditions and existence of this Letter of Intent and all discussions between the parties will also be treated on a confidential basis, subject to appropriate disclosure to regulatory authorities and as otherwise required by applicable laws and regulations. The parties shall execute a non-disclosure agreement concurrently with this Letter of Intent.
Use and Confidentiality. Each of Client and ABC will use the other’s Confidential Information only in connection with discussions about the Relationship and will keep it confidential, [using at least the same degree of care used to protect its own confidential information]. Each of Client and ABC will disclose the other’s Confidential Information only to its officers, directors, employees, agents, consultants, and affiliates, if any, who need access to the information for the purposes contemplated by this Agreement (each an “Authorized Person”). Authorized Persons will be subject to, and the receiving party will be responsible for ensuring that they comply with, the terms of this Agreement. [The receiving party will promptly notify the disclosing party upon discovery of any loss or unauthorized disclosure of the disclosing party’s Confidential Information.]
Use and Confidentiality. 16.1 All information and material disclosed by one Party to the other during the term of this Agreement, including the terms and conditions of this Agreement and all further discussions between the Parties with respect hereto (hereinafter the "Confidential Information"), shall be used solely for the purposes of this Agreement and will be treated on a confidential basis, subject to appropriate disclosure as may be required by applicable law or judicial process.
Use and Confidentiality. Each Party will use the other’s Confidential Information only for the specific purpose of considering, evaluating, and negotiating a possible Transaction and will keep it confidential, using at least the same degree of care used to protect its own confidential information.
Use and Confidentiality. Recipient will use Confidential Information only in connection with discussions about the Relationship and will keep it confidential, [using at least the same degree of care used to protect its own confidential information]. Recipient will disclose Confidential Information only to Recipient’s officers, directors, employees, agents, consultants, and affiliates, if any, who need access to the information for the purposes contemplated by this Agreement (each an “Authorized Person”). Authorized Persons will be subject to, and Recipient will be responsible for ensuring that they comply with, the terms of this Agreement. [Recipient will promptly notify Client upon discovery of any loss or unauthorized disclosure of the Confidential Information.]
Use and Confidentiality. Participant will use Confidential Information only in connection with performing the Services under this Agreement and will keep it confidential. Participant will immediately notify PROTECT upon discovery of any loss or unauthorized disclosure of the Confidential Information. In addition, Participant will not disclose to any third party, or use for other clients or other third parties, any product resulting from the Services (a “Deliverable”), whether or not such Deliverable contains or reflects Confidential Information. All notes, reference materials, memoranda, documentation, and records in any way incorporate or reflecting any Confidential Information shall belong exclusively to PROTECT and will turn over all copies of such materials to PROTECT.
Use and Confidentiality. The parties each acknowledge and agree that, in consideration of the mutual promises given in this Agreement:
(a) the Recipient owes an obligation of confidence to the Discloser concerning the Confidential Information;
(b) the Confidential Information is secret, confidential and valuable to the Discloser;
(c) the Recipient must not use any Confidential Information for any purpose other than the Permitted Purpose;
(d) the Recipient must not disclose any of the Confidential Information to any person other than as permitted under clause 3;
(e) the Recipient has no right or interest in any of the Confidential Information other than the right to use and disclose it on the terms of this Agreement;
(f) the Recipient will notify the Discloser immediately upon becoming aware of any breach or threatened breach of this Agreement;
(g) any Confidential Information is made available to the Recipient “as is” and that no warranties of any kind are granted or implied with respect to the quality of the Confidential Information including, but not limited to, its fitness for any purpose, accuracy, completeness or correctness, or whether it is up-to-date; and
(h) the Recipient must make its own assessment of the Confidential Information and satisfy itself as to its accuracy and completeness.
Use and Confidentiality. (a) All of the information. records, books and data to which each party and/or their respective representatives are given access as set forth above will be used by such party solely for the purpose of analyzing the other party hereto and will be treated on a confidential basis. The terms, conditions and existence of this Agreement anu all further discussions between the parties will also be treated on a confidential basis, subject to appropriate disclosure to regulatory authorities and as otherwise required by the rules of any regulatory authorities.
(b) CIM possesses valuable proprietary information, including but not limited to, all written or computer-generated information, know-how, ideas, concepts. maps, assay results. engineering reports, geological reports, metalurgical reports, geological models, owned or optioned mineral tenures, areas of potential mineral value (claimed, optioned or otherwise). data, plans, operating, performance and cost reformation and data, drawings, designs, processes, schedules, documentation, specifications, construction plans, contact lists, business plans, potential mine and milling plans and applications, geological models, and other general information relating to, its subsidiaries, affiliates, related parties and the business, finances, properties, exploration and development work, seNices (including, without limitation, any other written reports, computer diskettes and other software) related to, its subsidiaries, affiliates and related parties.
(c) All such confidential or proprietary information and all other record bearing media containing or disclosing such mformation and techniques and any documents, analyses, compilations, forecasts or studies prepared on the basis of such confidential information, including notes taken from verbal information exchanges, which are directly or indirectly disclosed by CIM to TIXP are hereinafter referred to as the "Confidential Information."
(d) TIXP shall keep confidential and not publish, disseminate, distribute, disclose, sell, assign, copy, commercially exploit, or otherwise make use of any Confidential Information (whether obtained through meetings, discussions or any other exchange of information between the parties) to or for the use or benefit of TIXP or any other person, firm, corporation or entity, except as specifically approved in writing by CIM or as required for evaluation of the business
