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Use and Obligation of Confidence Sample Clauses

Use and Obligation of ConfidenceSupplier will, during the fulfillment of this Agreement and for a period of seven (7) years after its cancellation, termination or expiration: (1) use the AEG Proprietary Information only in developing and/or manufacturing Products and their components for sale by or to TRW Inc. or its subsidiaries; and (2) hold the AEG Proprietary Information in confidence and disclose such AEG Proprietary Information only to its own employees who will likewise hold the AEG Proprietary Information in confidence and use the AEG Proprietary Information only as provided in this Subsection 21(A)(2), unless otherwise agreed in writing by TRW.
Use and Obligation of Confidence. Each of AEG and SmarTire will, during the fulfillment of this Agreement and for a period of seven (7) years after its cancellation, termination or expiration: (1) use the Supplier Proprietary Information that it receives only in connection with activities that are permissible under this Agreement; and (2) hold the Supplier Proprietary Information that it receives in confidence and disclose such Supplier Proprietary Information only to its own employees who will likewise hold such Supplier Proprietary Information in confidence and use such Supplier Proprietary Information only as provided in Subsection 21(B)(2), unless otherwise agreed in writing by Supplier.
Use and Obligation of ConfidenceIn consideration of receiving any Confidential Information which the disclosing party in its sole discretion elects to disclose, the receiving party shall, during the term of this Agreement and for a period of five (5) years after expiration or termination hereof: (a) Use the Confidential Information of the disclosing party only pursuant to the terms of this Agreement and the Agreement; and (b) Hold the Confidential Information in billet confidence and disclose it only on a need-to-know basis to its own employees, agents, servants, contractors and affiliates unless otherwise agreed in writing by the other party; and (c) Prevent unauthorized use or reproduction of the Confidential Information, including by limiting access to Confidential Information to employees, agents, servants, contractors or affiliates who are necessary to perform or facilitate the purposes of the Sublicense Agreement and who are bound to hold such Confidential Information in confidence pursuant to the terms of this Confidentiality Agreement. For the purposes of these Agreements, “affiliate” shall mean a corporation or business entity that, directly or indirectly, is controlled by, controls or is under common control with the receiving party; and
Use and Obligation of ConfidenceIn consideration of receiving Proprietary Information (defined below) from Saturn, Consultant agrees that during the term of this Agreement and for a period of five (5) years following termination of this Agreement, Consultant shall: (1) hold the Proprietary Information in confidence and not disclose it to anyone (other than Saturn employees who have a need to know) unless otherwise agreed in writing by Saturn; and (2) use the Proprietary Information only in performing the services requested pursuant to this Agreement and for no other purpose.
Use and Obligation of ConfidenceIn consideration of receiving any Proprietary Information from discloser and for a period of 5 years after recipient receives each item of Proprietary Information from discloser, recipient (including all of its subsidiaries) shall: (a) use such item of Proprietary Information only to make technical and economic evaluations pertinent to the purposes above stated and for no other purpose; that is, recipient will not use the Proprietary Information to design, make or sell any product; (b) hold the Proprietary Information in confidence and disclose it only to recipient's employees (including employees of recipient's subsidiaries) who will use the Proprietary Information only in accordance with Section 2(a) above, unless otherwise agreed in writing by discloser; and (c) not remove any item of Proprietary Information from the United States of America. Recipient's obligations under this Section 2 will survive the termination of this agreement.
Use and Obligation of ConfidenceSupplier will, during the fulfillment of this Agreement and for a period of seven (7) years after its cancellation, termination or expiration: (1) use the SmarTire Proprietary Information only in developing and/or manufacturing Products and their components for sale by or to SmarTire or its subsidiaries; and (2) hold the SmarTire Proprietary Information in confidence and disclose such SmarTire Proprietary Information only to its own employees who will likewise hold the SmarTire Proprietary Information in confidence and use the SmarTire Proprietary Information only as provided in this Subsection 21(B)(2), unless otherwise agreed in writing by SmarTire.

Related to Use and Obligation of Confidence

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Termination of Rights and Obligations A party's rights and obligations under this Easement shall terminate upon transfer of that party's interest in the Easement or Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer.

  • Obligation of Confidentiality 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

  • Transfer of rights and obligations The Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. For the avoidance of doubt, any such transfer, assignment, charge or other disposition will not affect your statutory rights as a consumer or cancel, reduce or otherwise limit any warranty or guarantee which may have been provided by us to You, whether express or implied.

  • Rights and Obligations If a successor to the Agent is appointed under the provisions of Clause 24.10 (SUCCESSOR AGENT), then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 24 and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party hereto.

  • Assignment of Rights and Obligations ‌ To the extent that the Customer is a public body, the Customer may assign, in full or in part, its rights and obligations under this Agreement to another Norwegian public body, which shall then be entitled to corresponding terms and conditions. The Contractor may only assign its rights and obligations under the Agreement with the written consent of the Customer. The same shall apply if the Contractor is de- merged into several companies or in the case of assignment to a subsidiary or another company within the same group, but not if the Contractor is merged with another company. Consent shall not be unreasonably withheld. The right to assignment in the paragraph above shall only apply if the new contractor meets the original qualification requirements, no other material changes are made to the contract, and the assignment is not made to circumvent the regulations concerning public procurement. The right to consideration under this Agreement may be assigned freely, but shall not release the Contractor from its obligations and responsibilities.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Party B’s Rights and Obligations 4.1 Party B shall provide technical support or information related to Tencent Advertising Services and shall be responsible for operation and maintenance of the Tencent platform system. In order to improve Tencent Advertising Services, Party B and its affiliates or partners have the right to continuously adjust Tencent Platform and its specific services. The adjustments of names, functions and domain names of Tencent Platform and its specific services will not affect the effectiveness of this Agreement. Party B has the right to adjust or terminate some or all of the services at any time according to its unilateral operation arrangements, including but not limited to stopping or upgrading certain services, adjusting the functions of certain services or integrating certain services. Party A has the right to decide whether to continue to use relevant services according to its own needs. 4.2 Party B has the right to review the supporting documents and Advertising of Party A and Sub-Clients and decide whether to allow the presentation of Advertising according to Tencent Platform Rules. This review is pro forma. Party B does not make any warranty or covenant on the supporting documents or Advertising, nor represent any confirmation and guarantee on the authenticity and legitimacy of the Advertising. In addition, Party B’s review and approval will not reduce Party A’s liability of guarantee on the authenticity and legitimacy of Sub-Clients’ business qualifications and Advertising. All the resulting responsibilities and consequences shall be borne by Party A. 4.3 In order to protect the interest of the parties, Party B has the right to formulate a special process for handling any infringement complaint, with which Party A and the Sub-Client shall comply. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, or if Party A or any Sub-Client complains any third party, Party B has the right to submit the entity information, contact information, relevant content of the complaint and other necessary information of relevant parties (including but not limited to name, telephone number, certificates) to such authority or party, so as to resolve any dispute timely and protect the legitimate rights and interests of the parties. Party A and the Sub-Client shall cooperate. If Party A or any Sub-Client is investigated by the competent authority or is complained by a third party, Party A shall handle the complaint properly within 3 natural days. Otherwise, Party B has the right to take corresponding measures according hereto, and to advance any payment to resolve the dispute and compensate loss in its sole discretion to protect the legitimate right and interest of the complainant. Party B has the right to deduct corresponding amount directly from the service provider account of Party A or the account of the breaching Sub-Client, or recover such amount otherwise from Party A. 4.4 When any Advertising is investigated by the competent authority or is complained by a third party (including but not limited to users and right holders, the same below), or if Party A or any Sub-Client violates the laws or regulations, Party B has the right to independently judge according to common sense and determine whether Party A has violated laws and regulations. If Party B judges and determines that Party A or any Sub-Client has violated laws and regulations or the terms of this Agreement (including but not limited to delay in payment), Party B has the right to unilaterally take one or more of the following measures against Party A: (1) Stopping presentation of allegedly illegal Advertising, whether or not the Advertising is already released.

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Party A’s Rights and Obligations 4.1 甲方应不晚于扣款日向/在其结算账户转账/存入等于(或不少于)存款资金的款项,并在起息日前的所有时间均确保并维持结算账户中有该等数额的款项。若因非乙方过错的任何原因,包括但不限于由于甲方的债权债务纠纷或任何原因导致结算账户被司法机关采取查封、冻结或支取等强制措施,甲方未能在起息日前的所有时间确保并维持结算账户中的存款资金数额的,本协议应立即解除并失效,但不影响甲方应承担的违约责任并向乙方赔偿全部损失的义务。 No later than the Trade Date, Party A shall transfer/deposit money equal to (or not less than) the full Deposit Amount to/in the Settlement Account and shall ensure that such amount of fund in the Settlement Account shall be held and maintained at all time until the Effective Date. Failure by Party A to do the same due to whatever reason other than Party B’s fault, including without limitation, the Deposit Amount being frozen, seized or taken, in whole or in part, with enforcement measures by judicial authority arising from its credits, debts dispute and/or whatsoever reason, shall cause this Agreement to be immediately and automatically ceased and this Agreement will be no longer to be in force and effect, and in such case, it shall be deemed that Party A breaches the terms of this Agreement and therefore shall be liable for all losses and damages suffered by Party B arising therefrom. 4.2 甲方授权乙方在扣款日对甲方结算账户扣划与存款资金相等数额的款项并转存至结构性存款标的下,该等操作无须经甲方另行同意或通知甲方。 On the Effective Date, Party A hereby authorizes Party B to deduct fund in the Settlement Account equal to the full Deposit Amount and transfer the same to be deposited under the Structured Deposit program without further consent from and notice to Party A. 4.3 甲方授权乙方在结算日或根据本协议第6.2 款的提前终止日(如适用)将结构性存款标的下的符合本协议第5.2 款数额的资金转入甲方的结算账户,该等操作无须经甲方另行同意或通知甲方。 On the Settlement Date or (as the case may be) the Early Termination Date (as specified in Clause 6.2), Party A hereby authorizes Party B to transfer fund so deposited under the Structured Deposit program to the Settlement Account without further consent from and notice to Party A. Provided that the fund to be transferred by Party B thereof shall be equal to the amount as specified in Clause 5.2. 4.4 在甲方签署本协议后的 24 小时(“冷静期”)内,甲方有权以乙方指定的方式通知乙方撤销结构性存款业务。若甲方在冷静期内行使撤销权的,本协议视为未生效,相关结构性存款业务不进行。冷静期结束后,甲方的撤销权立即自动完全失效。 Within 24 hours from the execution of this Agreement by Party A (“Cooling-off carried out. Party A accepts and agrees that immediately after the Cooling-off Period, Party A’s right to withdraw/cancel the purchase of Structured Deposit shall be completely ceased. 4.5 除另有约定外,相关税费(若有)由甲方自行负担。 Unless otherwise specified, Party A shall bear all relevant taxes applicable to it (if any). 4.6 甲方对本协议及销售文件负有保密义务,未经乙方书面许可,甲方不得向任何组织、个人提供或泄露与乙方或本协议有关的任何业务资料及信息,法律及/或监管要求另有规定除外。 Party A shall keep confidential this Agreement and Ancillary Document. Without written approval from Party B, it shall not provide nor disclose to any organization or individual any business material and information relating to Party B and in connection with this Agreement, unless otherwise required by laws regulations and/or regulatory requirement. 4.7 甲方认可,产品说明书及所有销售文件的所有条款与条件符合其意图及要求,应得到甲方的完全遵守。 Party A accepts that all terms and conditions as provided in the Commercial Term and any relevant Ancillary Documents meet its intentions and requirements and it shall fully comply with all provisions hereof/thereof.