Use and Dissemination. If dissemination of Knowledge does not adversely affect its protection or use, and subject to legitimate interests, the Contractors or the Members shall ensure further dissemination of their own Knowledge as provided under the EC Contract and this Consortium Agreement.

Use and Dissemination. Recipient shall (i) maintain the confidentiality of Macy’s information and materials, in any form whether oral or written, that may be reasonably understood, from the nature of the information itself and/or the circumstances of disclosure, to be confidential and/or proprietary to Macy’s (including but not limited to the identity of the Property) (“Confidential Information”); (ii) take reasonable action to prevent the unauthorized disclosure of Confidential Information, including without limitation at least the action that Recipient takes to protect the confidentiality of its comparable confidential or proprietary information; (iii) carefully restrict access to Confidential Information to Recipient’s: (a) officers and employees who are subject to non- disclosure restrictions at least as protective as those in this Agreement and who need such access to participate on Recipient’s behalf in the analysis and negotiation of a business relationship or any agreement with Macy’s, and (b) legal counsel, certified public accountants, or other professional advisers having a need to use or evaluate the Confidential Information for the contemplated transaction, provided they agree to abide by the terms of this Agreement; and (iv) use the Confidential Information only for the business relationship with Xxxx’x. Recipient will be liable for the improper use or disclosure of Confidential Information by anyone with whom it shares the Confidential Information. Recipient acknowledges that, except as the parties may otherwise agree in writing, Xxxx’x has no obligation to (x) grant to Recipient any right or interest in any part or all of the Property or the Confidential Information, (y) give Recipient any right to market any of the Property; or (z) enter into any further agreement or participate in any transaction.

See All (8)

Use and Dissemination. The Sub-Grantee shall observe responsibilities related to the protection of intellectual property rights, use and dissemination as quoted in Annex II.

Use and Dissemination. Recipient shall (i) maintain the confidentiality of Indian Rocks Plaza’s information and materials, in any form whether oral or written, that may be reasonably understood, from the nature of the information itself and/or the circumstances of disclosure, to be confidential and/or proprietary to Indian Rocks Plaza’s (“Confidential Information”); (ii) take reasonable action to prevent the unauthorized disclosure of Confidential Information, including without limitation at least the action that Recipient takes to protect the confidentiality of its comparable confidential or proprietary information; (iii) carefully restrict access to Confidential Information to Recipient’s: (a) officers and employees who are subject to non-disclosure restrictions at least as protective as those in this Agreement and who need such access to participate on Recipient’s behalf in the analysis and negotiation of a business relationship or any agreement with Indian Rocks Plaza, and (b) legal counsel, certified public accountants, or other professional advisers having a need to use or evaluate the Confidential Information for the contemplated transaction, provided they agree to abide by the terms of this Agreement; and (iv) use the Confidential Information only for the business relationship with Indian Rocks Plaza. Recipient will be liable for the improper use or disclosure of Confidential Information by anyone with whom it shares the Confidential Information. Recipient acknowledges that, except as the parties may otherwise agree in writing, Indian Rocks Plaza has no obligation to (x) grant to Recipient any right or interest in any part or all of the Property or the Confidential Information, (y) give Recipient any right to market any of the Property; or (z) enter into any further agreement or participate in any transaction.

Use and Dissemination. II.10.1 The Coordinator and/or Contractors shall use or cause to be used the knowledge arising from the contract, which they own, in accordance with their interests. The Coordinator and/or Contractors shall set out the terms of use in a detailed and verifiable manner, notably in the plan for using and disseminating the knowledge, and in accordance with the provisions of this contract and the Rules for Participation of the 6th Framework Programme. II.10.2 If dissemination of knowledge would not adversely affect its protection or its use, the Coordinator and/or Contractors shall ensure that it is disseminated within a period of two years after the end of the contract. Should the Coordinator and/or Contractors fail to do so, the GJU may disseminate the knowledge. In so doing, the GJU and the Coordinator and/or Contractors shall take particular account of the following factors: a) The need to safeguard intellectual property rights; b) The benefits of swift dissemination, for example in order to avoid duplication of research efforts and to create synergies between projects; c) Confidentiality; d) The legitimate interests of the Coordinator and/or Contractors.

Use and Dissemination. Neither Party shall use Confidential/Proprietary Information of the other Party for any purpose other than evaluating and negotiating a business relationship between the Parties. Each Party shall restrict internal disclosure of Confidential/Proprietary Information of the other Party to such of its officers, employees and agents, including attorneys, accountants and financial or investment advisors, as have a reasonable need to know such information and shall advise said officers, employees and agents of the obligations assumed by it in this Agreement. Neither Party shall disclose Confidential/Proprietary Information of the other Party to any third party, other than such attorneys, accountants and financial or investment advisors as shall be assisting the Party in evaluating and negotiating the business relationship between the Parties, without the prior written consent of the other Party; provided, however, that either Party may disclose Confidential/Proprietary Information of the other Party to its principal lenders and substantial stock holders without the prior written consent of the other Party so long as such lenders and stock holders have executed a nondisclosure agreement substantially similar to this Agreement. A Party shall not reproduce Confidential/Proprietary Information of the other Party unless necessary to evaluate and explore a business relationship between the Parties, and shall ensure that all such copies, as well as summaries and notes of and other documents and materials containing or referencing, the Confidential/Proprietary Information of the other Party are appropriately marked as such.

Related to Use and Dissemination

Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.
Permitted Use and Disclosures Each Party hereto may use or disclose Information disclosed to it by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).
Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.
Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. i. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iii. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules.
Permitted Uses and Disclosures of PHI and the third party notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI: a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to EPHI, to prevent the unauthorized Use or disclosure of PHI other than as provided for in this Contract or as required by law, for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract.
General Use and Disclosure Provisions Except as otherwise limited in this Section of the Contract, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this Contract, provided that such use or disclosure would not violate the HIPAA Standards if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity.
Restrictions on Use and Disclosure Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, to the extent such restriction may affect Business Associate’s use or disclosure of PHI.
Permitted Uses and Disclosures by Business Associate Except as otherwise limited by this Agreement, Business Associate may make any uses and disclosures of Protected Health Information necessary to perform its services to Covered Entity and otherwise meet its obligations under this Agreement, if such use or disclosure would not violate the Privacy Rule if done by Covered Entity. All other uses or disclosures by Business Associate not authorized by this Agreement or by specific instruction of Covered Entity are prohibited.
Permitted Uses and Disclosures of Phi by Business Associate Except as otherwise indicated in this Agreement, Business Associate may use or disclose PHI, inclusive of de-identified data derived from such PHI, only to perform functions, activities or services specified in this Agreement on behalf of DHCS, provided that such use or disclosure would not violate HIPAA or other applicable laws if done by DHCS.

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