Use and Non-Disclosure. 5.1 Unless otherwise stipulated by the Company, all Technical Information made available to the supplier, by the Company shall be treated as Confidential irrespective of whether the same is marked or otherwise denoted to be Confidential or not.
5.2 The Supplier undertakes and agrees that the Technical Information in its possession shall be held in strict confidence and will be used strictly in accordance with this Agreement and solely for the Intended Purpose under the Contract. Use of the Technical Information for any other purpose other than Intended Purpose is prohibited.
5.3 In particular, the Supplier shall not use Technical Information or any Improvement in its possession for the manufacture or procurement of the product(s) or components or parts thereof or use the Technical Information or any portion thereof or any modification or adaptation thereof in any form to provide any product and / or service to any third party, without the prior written consent of the Company.
5.4 The Supplier shall not disclose any of such Technical Information to any third party without the prior written consent of the Company. The Supplier agrees that without prior written consent of the Company, the supplier shall not disclose to a third party about the existence of this Agreement, or of the fact that it is / was in possession of or has experience in the use of any Technical Information nor shall the Supplier share in any manner whatsoever, with a third party, the name or details of any Contract(s) awarded by the Company to it or performed by the Supplier or the scope of work thereof or share any document or correspondence by and between the Company and the supplier in or in connection with this Agreement or such Contract(s). Notwithstanding what is stated elsewhere, the overall responsibility of any breach of the confidentiality provisions under this Agreement shall rest with the Supplier.
5.5 This Supplier undertakes and agrees not to make copies or extracts of and not to disclose to other any or all of the Technical Information in its possession, except as follows:
(a) The Supplier may disclose the Technical Information to such of its officers and employees strictly to the extent as is necessary for such officer or employee for the Intended Purpose, provided that the Confidential Information (or copies thereof) disclosed shall be marked clearly as the confidential and proprietary information of Company and that such officers and employees shall similarly be bound by ...
Use and Non-Disclosure. Recipient:
(a) shall keep the Confidential Information in strict confidence and shall ensure that it not be used for any purpose whatsoever, directly or indirectly, whether in competition with Provider or otherwise, other than for the purpose of conducting the Review;
(b) may disclose only those portions of the Confidential Information to its Representatives as are required to conduct the Review and only to those Representatives who need to know the Confidential Information;
(c) shall be liable for (i) any breach of this Agreement and (ii) any prohibited or unauthorized disclosure or use of the Confidential Information, by it or any of its Representatives;
(d) covenants that, in the case of disclosure of Confidential Information to any of its Representatives, those persons will be (i) informed at the time of disclosure of the confidential and proprietary nature of the Confidential Information and instructed to observe the terms and conditions of this Agreement or comparable obligations of confidentiality, and (ii) except in the case of officers, directors, management committee members, partners, shareholder representatives or employees of Recipient, or those of its Affiliates or its legal counsel, shall agree in writing to be bound by the terms of this Agreement;
(e) shall not disclose, without the prior written consent of Provider, (i) any Confidential Information, or the fact that the Confidential Information has been made available to it, or (ii) that it is conducting the Review, that negotiations or discussions are taking place concerning the Purposes, or that this Agreement has been entered into, to any person other than according to the terms of this Agreement, except, in any case, if Recipient or its Representatives are obliged by applicable law, rule or regulation, judicial order or legal process to otherwise disclose any Confidential Information. Prior to any such disclosure, Recipient, to the extent not prohibited by applicable law, shall promptly provide to Provider written notice of that obligation so that Provider may seek a protective order or other appropriate remedy or waive compliance by Recipient with this clause. If any court or administrative body requires disclosure of the Confidential Information, then Recipient or any of its Representatives required to provide that disclosure may furnish only that portion of the Confidential Information that is legally required and shall each exercise their best efforts to obtain reasonable assurance...
Use and Non-Disclosure. Each party shall not use the Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party shall disclose any Confidential Information of the other party to third parties. If any party makes copies of the Confidential Information of the other party, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Maintenance of Confidentiality. Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.
Use and Non-Disclosure. You agree not to use any Confidential Information of ODNR for any purpose except to assist Contractor and its permitted subcontractors or agents in providing services to ODNR. You agree not to disclose any Confidential Information to third parties. MAINTENANCE OF CONFIDENTIALITY. You agree to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. By: Name: Title: Date:
Use and Non-Disclosure. During the term of this Agreement and for a period of three (3) years following the termination or expiry of this Agreement, Recipient: agrees not to use the Confidential Information for anything other than the Purpose; and, may disclose the Confidential Information only to those employees and other persons who have a need to know such information for the Purpose. Recipient shall ensure that such employees and persons accessing Confidential Information are fully aware of the obligations imposed by this Agreement. Recipient agrees to protect the Provider’s Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information, but in no event, any less than reasonable care.
Use and Non-Disclosure. Licensee and Licensor will not use or ---------------------- permit the use of any Trade Secrets for any purpose not authorized by this Agreement. Subject to the provisions of Section 5.2 and 5.3, Licensee and Licensor will hold in confidence, and will not disclose or communicate to any third person, any * * * . Licensee and Licensor will take or cause to be taken all reasonably necessary precautions to prevent the disclosure or communications of such * * * to third persons.
Use and Non-Disclosure. Subject to the terms of this Agreement, in consideration of the disclosure of the Confidential Information by or on behalf of the Discloser to the Recipient or its Representatives, the Recipient undertakes:
Use and Non-Disclosure. The Receiving Party shall hold all of the Disclosing Party’s Confidential Information in confidence and use the same degree of care it uses to keep its own similar information confidential, but in no event shall it use less than a reasonable degree of care. The Receiving Party may disclose such Confidential Information only to those of its directors, officers, employees, agents or representatives who actually need such material or knowledge in connection with this Agreement, provided, however, prior to any such disclosure, each party shall inform such persons of the confidential nature of the Disclosing Party’s Confidential Information and of their obligation to treat such Confidential Information confidential pursuant to this Agreement, including their obligation to return such Confidential Information pursuant to Section 7.3 below. Receiving Party represents, warrants, covenants and agrees that it shall not make any use of Disclosing Party’s Confidential Information other than in connection with, and as contemplated by, this Agreement. The Receiving Party agrees to be responsible for any breach of the obligations of confidentiality hereunder by its directors, officers, employees, agents or representatives.
Use and Non-Disclosure. Each party will: (a) only use the other party’s Confidential Information as expressly permitted in this Provider Subscription Agreement; (b) protect the other party’s Confidential Information from unauthorized use or disclosure using at least reasonable care; and (c) not disclose to any third party the other party’s Confidential Information except to those employees (and in Preventia’s case, subcontractors and agents) who have a need to know in connection with performing services under this Provider Subscription Agreement and who are subject to obligations of confidentiality similar to this Section 16. This Provider Subscription Agreement will not prevent either party from disclosing the other party’s Confidential Information to the extent required by a judicial order or other legal obligation, provided that the receiving party promptly notifies the other party in writing and in advance of such disclosure, if permitted by law, to provide the other party the opportunity to contest or minimize the scope of disclosure.
Use and Non-Disclosure. Site shall use Confidential Information solely to conduct the Study and shall disclose Confidential Information only to persons who have a need to know such Confidential Information to conduct the Study and who are bound in writing to protect the confidentiality of such Confidential Information. Site shall instruct all persons to whom Confidential Information is disclosed to abide by the terms of this Agreement, and Site shall be liable for all acts and omissions of such persons that would be deemed to be a breach of this Agreement if such actions or omissions were those of Site. Without limiting the foregoing, Site agrees not to disclose the Study Results or any observations concerning the Study to any third parties, including financial analysts, except as expressly permitted under this Agreement.
