Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 10 contracts
Samples: Merchant Agreement, Merchant Agreement, Merchant Agreement
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights disclosed hereunder are subject to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallfollowing terms and conditions:
(a) The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;other purposes whatsoever.
(c) not, without the prior written consent The Receiving Party shall make no disclosures whatsoever of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof.
(d) The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and.
(e) promptlyThe Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
(f) Notwithstanding the foregoing, this Subsection 6.10 imposes no obligation upon termination or expiration the parties with respect to information that (i) is disclosed in the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originals, copies, reproductions and summaries the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information orlnformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by Iaw, regulation or court order to disclose any of Disclosing Party's Confidential lnformation, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 7 contracts
Samples: Registry Registrar Agreement, Registry Agreement (Verisign Inc/Ca), Registry Agreement
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreementparty (the "Receiving Party"). The Party that receives Each party's use and disclosure of the Confidential Information of the other party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originalsthe Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure; or (vi) is required to be disclosed by law, copiesregulation or court order; provided, reproductions and summaries that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party's Confidential Information orInformation, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.7. The Receiving Party's duties under this Subsection 5.1 shall expire two (2) years after the expiration or termination of this Agreement or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 6 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Notwithstanding anything to the contrary contained in Section 11.1, “Confidential Information” shall not include information which: (i) was at the time of disclosure already in the possession of the Receiving Party may be given access and not subject to any duty or obligation of confidentiality or nondisclosure, as shown by written record; (ii) becomes publicly known through no wrongful act of the Receiving Party; (iii) was independently made available to the Receiving Party by an unrelated and independent third party whose disclosure shall not, to the knowledge of the Receiving Party after due inquiry, constitute a breach of any duty of confidentiality owed to the Disclosing Party; or (iv) has been independently developed by the Receiving Party. The Receiving Party agrees (A) not to use any such Confidential Information from for any purpose other than in the other Party in order to perform performance of its obligations under this Agreement. The Party Agreement or as permitted hereby and (B) not to disclose any such Confidential Information, except (1) to a limited number of its employees on a need to know basis, (2) to its agents, representatives, lawyers and other advisers that receives have a need to know such Confidential Information, (3) to software consultants and advisors who have a need to know such Confidential Information shall be known as “Receiving Party”. The Party in the course of the performance of their duties, provided that discloses such parties enter into appropriate written agreements to keep all Confidential Information shall be known as “confidential which are enforceable by the Disclosing Party”.
7.2 The Receiving Party acknowledges that , to protect the confidentiality of such Confidential Information is received on a confidential basisInformation, and (4) if compelled to be disclosed pursuant to a court order or other legal process, provided that the Disclosing Party shall remain first have the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights opportunity to the Receiving Party is granted or implied under this Agreementrequest an appropriate protective order.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 5 contracts
Samples: Datafeed License Agreement (MSCI Inc.), Datafeed License Agreement (MSCI Inc.), Datafeed License Agreement (MSCI Inc.)
Use of Confidential Information. 7.1 Each Party From time to time prior to the commencement of and during the Term, each party hereto has disclosed or may be given disclose its confidential information (e.g., information regarding a disclosing party’s business and operations, research and development activities, pre-clinical and clinical data, regulatory strategies and submissions, products, customers, employees, financial results, contractual relationships, etc.) to the other party. In addition each party may, from time to time during the Term, obtain or have access to Confidential Information from the other Party party’s confidential information. As used herein, the term “confidential information” does not include information that (i) is in order or comes into the public domain through no fault of the receiving party or any of its affiliates or their representatives, or (ii) is lawfully acquired without confidentiality obligations to the disclosing party from sources having the right to make such disclosure or (iii) was developed independently by the receiving party without use of any confidential information of the disclosing party. Each party shall maintain (and cause its affiliates and subcontractors to maintain) the confidentiality of the other party’s confidential information and not to use or disclose such confidential information except as required to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptlyAgreement or as permitted hereby or by the disclosing party in writing. If compelled to disclose any confidential information by judicial or administrative process or by requirement of law, upon termination or expiration of this Agreement, return and confirm the receiving party shall promptly notify the disclosing party in writing and, if legal protection is not obtained, may disclose only that portion of such information that is legally required to be disclosed as advised by counsel; provided that the return of all originals, copies, reproductions and summaries of Confidential Information or, receiving party shall exercise commercially reasonable efforts to obtain an appropriate protective order or at the option other reasonable assurance that confidential treatment will be accorded such information. Because of the Disclosing Party, destroy and confirm in writing the destruction unique nature of the Confidential Information (this sub- clause being applicable only on confidential information, the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, parties understand and the obligations of confidentiality herein shall apply to each Party only to the extent agree that the Confidential Information disclosing party will suffer irreparable harm in the event that a party which receives such disclosing party’s confidential information fails to comply with any of its obligations hereunder and that monetary damages will be inadequate to compensate disclosing party for such breach. Accordingly, each party agrees that the disclosing party shall, in addition to any other remedies available to it at law or portion thereof is not owned by that particular Partyin equity, be entitled to seek injunctive relief to enforce the terms hereof.
Appears in 5 contracts
Samples: Asset Purchase Agreement (GLAUKOS Corp), Asset Purchase Agreement (GLAUKOS Corp), Transition Services Agreement (GLAUKOS Corp)
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access required to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each party's use and disclosure of the Confidential Information of the other party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal this Subsection 5.1 imposes no obligation upon the parties with respect to information that (a) is disclosed with the Disclosing Party's prior written approval; or (b) is or has entered the public domain through no fault of the Receiving Party; or (c) is known by the Receiving Party prior to the time of disclosure; or (d) is independently developed by the Receiving Party without use in accordance with this Agreementof the Confidential Information; and
or (e) promptlyis made generally available by the Disclosing Party without restriction on disclosure.
5.1.7. In the event the Receiving Party is required by law, upon termination regulation or expiration court order to disclose any of this AgreementDisclosing Party's Confidential Information, return and confirm Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the return of all originalsproper authority, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.8. The Receiving Party's duties under this Subsection 5.1 shall expire five (5) years after the information is received or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 5 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement, Data Escrow Specification
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreementparty (the "Receiving Party"). The Party that receives Each party's use and disclosure of the Confidential Information of the other party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option public domain through no fault of the Disclosing Receiving Party, destroy and confirm in writing ; or (iii) is known by the destruction Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information Information; or (this sub- clause being applicable only v) is made generally available by the Disclosing Party without restriction on the User).
7.4 Provideddisclosure, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.or
Appears in 4 contracts
Samples: Registry Registrar Agreement, Data Escrow Specification, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of the Disclosing Party only for purposes of complying with performing its obligations under this Agreement andand not in any way detrimental to Disclosing Party or its Affiliates. Receiving Party agrees to use the same degree of care to protect Confidential Information received by it as Receiving Party uses with respect to its own proprietary or confidential information, without limiting the generality which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the foregoingConfidential Information. Except as otherwise provided herein, Receiving Party shall notkeep confidential and not disclose or use the Confidential Information.
(b) Notwithstanding the provisions of this Section 23.2, directly or indirectly, deal with, use, exploit or Receiving Party may disclose such any of the Confidential Information or any part thereof if, but only to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor the extent, that, based upon reasonable advice of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing counsel, Receiving Party is required to do so by the Disclosing Party;
(b) use reasonable efforts disclosure requirements of any Applicable Laws. Prior to treatmaking or permitting any such disclosure, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by shall provide Disclosing Party with prompt Notice of any such requirement so that Disclosing Party (with Receiving Party’s assistance if requested) may seek a protective order or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;other appropriate remedy.
(c) Subject to Section 23.2(b), Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose or otherwise make to any third party the fact that Confidential Information has been made available to Receiving Party.
(d) Notwithstanding anything contained herein:
(1) Contractor may provide any and all Confidential Information of Owner to Subcontractors and insurance agents to the Disclosing extent necessary to perform the Work and its obligations under this Agreement, without the consent of Owner; and
(2) either Party may provide any and all Confidential Information of the other Party to its advisors, Affiliates, rating agencies, investors and potential investors, lenders and potential lenders and their respective representatives to the extent necessary in connection with the matters contemplated by this Agreement, in each case without the consent of the other Party.
(e) Except for a disclosure pursuant to Section 23.2(b), each Party shall advise each Person to whom it provides the other Party’s Confidential Information or any part thereof to any party other than those under Section 23.2(d) of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes confidentiality obligations set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoeverSection 23, and the obligations of confidentiality herein shall apply to each Party only shall be liable to the extent that other Party for any breach of such confidentiality obligations by any such Person to whom it has provided the other Party’s Confidential Information or portion thereof is not owned by that particular PartyInformation.
Appears in 4 contracts
Samples: Engineering, Procurement and Construction Agreement (Powersecure International, Inc.), Engineering, Procurement and Construction Agreement (Powersecure International, Inc.), Engineering, Procurement and Construction Agreement (Powersecure International, Inc.)
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreementparty (the "Receiving Party"). The Party that receives Each party's use and disclosure of the Confidential Information of the other party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originalsthe Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure; or (vi) is required to be disclosed by law, copiesregulation or court order; provided, reproductions and summaries that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party's Confidential Information orInformation, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.7. The Receiving Party's duties under this Subsection 5.1 shall expire two (2) years after the expiration or termination of this Agreement or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 4 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from During the other Party in order to perform its obligations under Term of this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as , each party (the “Disclosing Party”.) may disclose its Confidential Information to the other party (the "Receiving Party"). Each party's use and disclosure of the Confidential Information of the other party shall be subject to the following terms and conditions:
7.2 5.1.1. The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originalsthe Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure; or (vi) is required to be disclosed by law, copiesregulation or court order; provided, reproductions and summaries that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party's Confidential Information orInformation, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.7. The Receiving Party’s duties under this Subsection 5.1 shall expire two (2) years after the expiration or termination of this Agreement or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 4 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party Customer understands that pricing information received may contain specialty pricing that is confidential and proprietary to Alaska Communications, and Customer agrees to maintain that information as confidential from all other telecommunications providers. Commencing as of the date of Customer’s execution of this Agreement and for a period of 3 years from the expiration or any earlier termination of this Agreement, all information received from Alaska Communications or otherwise discovered by the Customer in connection with the Services or this Agreement, including all information relating to the terms of this Agreement, or Alaska Communications’ technology, research and development, business affairs, or pricing (collectively the “Confidential Information”) will be given access (i) held in confidence and protected using the same degree of care used to protect the Customer’s own proprietary information of like importance, but no less than a reasonable degree of care, (ii) used only for the purpose of performing this Agreement and using the Services, and (iii) not be disclosed except to the Customer’s employees, agents and contractors having a need-to-know (provided that such agents and contractors are not direct competitors of Alaska Communications) or to the extent required by applicable law. In no event will Customer disclose any Confidential Information from the to any other Party in order to perform its obligations under this Agreementrelated party or competitor providing telecommunications or broadband services. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that prior to making such disclosure, the Confidential Information is received on a confidential basis, and that the Disclosing receiving Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treatnotify the disclosing Party of this required disclosure. Upon the disclosing Party’s written request, the receiving Party will promptly either destroy all Confidential Information in tangible form in its possession, or return all such copies to the disclosing Party, with a written certification confirming that all copies have been destroyed or returned. Alaska Communications and Customer agree that their failure to comply with the provisions of this section will cause irreparable harm to the other Party that cannot be adequately compensated for in damages, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations accordingly acknowledge that the Receiving other Party has assumed will be entitled, in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof addition to any party other than those of its directorsremedies available to it, officersto interlocutory and permanent injunctive relief to restrain any anticipated, agents, servants, employees, professional advisors, contractors present or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration continuing breach of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)section.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 3 contracts
Samples: Alaska Communications Services Agreement, Alaska Communications Services Agreement, Alaska Communications Services Agreement
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights disclosed hereunder are subject to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallfollowing terms and conditions:
(a) The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;other purposes whatsoever.
(c) not, without the prior written consent The Receiving Party shall make no disclosures whatsoever of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof.
(d) The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and.
(e) promptlyThe Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
(f) Notwithstanding the foregoing, this Subsection 6.10 imposes no obligation upon termination or expiration the parties with respect to information that (i) is disclosed in the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originals, copies, reproductions and summaries the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information orInformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 3 contracts
Samples: Registry Agreement (Verisign Inc/Ca), Name Registry Agreement, Name Registry Agreement
Use of Confidential Information. 7.1 Each a. Confidential Information disclosed directly or indirectly by a Disclosing Party to a Receiving Party shall be held by the Receiving Party in confidence, and the Receiving Party:
i. shall not disclose, reveal, publish, or disseminate any of the Disclosing Party’s Confidential Information, provided that the Receiving Party may be given access to disclose Confidential Information from to those of its advisors, agents, directors, commissioners, officers, partners, Personnel, representatives and contractors with a need to know such Confidential Information in connection with assisting, advising and/or providing feedback to the other Procurement process, provided that such person is subject to obligations of confidentiality substantially similar to those contained in this Article VII (Confidentiality);
ii. shall take all reasonable steps required to prevent any unauthorized reproduction, use, disclosure, publication, or dissemination of the Disclosing Party’s Confidential Information;
iii. shall not copy, reproduce in any form or store the Disclosing Party’s Confidential Information in a retrieval system or database, without the prior written approval of the Disclosing Party;
iv. shall immediately notify the Disclosing Party in order the event that it becomes aware of any unauthorized disclosure of Confidential Information; and
v. shall satisfy and comply with all applicable privacy legislation and any other statute or regulation applicable to perform its obligations under this Agreement. The the Confidential Information, including without limitation FIPPA and MFIPPA.
b. At any time at the request of the Disclosing Party, the Receiving Party that receives shall make all commercially reasonable efforts to effect the following as soon as possible:
i. return all Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “to the Disclosing Party”.; or
7.2 The Receiving Party acknowledges that ii. destroy the Confidential Information is received on a confidential basis, and that all copies thereof in any form whatsoever under its power or control and provide the Disclosing Party shall remain with a certificate signed by the exclusive owner Receiving Party, or an appropriate officer of its the Receiving Party, certifying such destruction.
c. Notwithstanding paragraphs (a) and (b) of this Section 7.2 (Use of Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to Information), the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallshall be permitted:
(ai) to retain and use one copy of the Confidential Information of the Disclosing Party only for purposes the sole purpose of complying compliance with its obligations under this Agreement and, without limiting and to the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or extent and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except so long as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;required by:
(b1) use reasonable efforts any Requirements of Law; or (2) any court, regulatory agency or Authority to treat, which it is subject; and
ii) to retain any electronic records and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the files containing Confidential Information of the Disclosing Party which have been created pursuant to the automatic or any part thereof without the prior written consent normal course archiving and back-up procedures of the Disclosing Receiving Party, except where required for ; provided that the Receiving Party treats such Confidential Information in the same manner as it treats its own internal use in accordance with Confidential Information, such manner not be less than a reasonable standard of care. Any Confidential Information of a Disclosing Party that is not returned or destroyed pursuant to this Agreement; and
(eSection 7.2(c) promptly, upon shall continue to be subject to the confidentiality and non- disclosure provisions of this Agreement notwithstanding any expiration or termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 3 contracts
Samples: Multi Year Governance Agreement for Joint Transit Procurements, Multi Year Governance Agreement, Governance Agreement
Use of Confidential Information. 7.1 Each Party may be given access to 2.1. The Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received divulged by (or on a confidential basis, and that behalf of) the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with and/or its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless Representatives will be received and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged treated by the Receiving Party and/or its Representatives as – (i) strictly confidential; (ii) in connection accordance with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the applicable law. The Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) and its Representatives shall not, without the prior written consent of the Disclosing PartyParty or as expressly permitted herein, disclose,
2.2. Notwithstanding the provisions of Clause 2.1 above, the Receiving Party may disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information received under this Agreement to its Representatives (as defined in Clause 1.4 above) in accordance with applicable laws in relation to confidentiality on a strict "need-to-know" basis, and solely for the purposes set forth herein;purpose of enabling assessment and evaluation of the Transaction (“Purpose”).
(d) not copy or reproduce 2.3. The Receiving Party and its Representatives shall exercise the same standard of care in any manner whatsoever respect of the security and safekeeping of the Confidential Information disclosed hereunder as the Receiving Party and its Representatives exercise in respect of its own confidential information.
2.4. The Receiving Party understands and acknowledges that pursuant to the order of the Kolkata bench of the NCLT dated 26th September, 2018, the NCLT had commenced the Liquidation process of the Company and appointed Xx. Xxxxxxx Xxxxxxxxxxxx as Liquidator. None of the Disclosing Party nor the Liquidator makes any representation or warranty or inducement, expressed or implied, now or in the future, as to the accuracy, correctness, completeness, fairness or relevance of the Confidential Information. Neither the Receiving Party nor any of its Representatives shall be entitled to rely on the accuracy, correctness, completeness, fairness or relevance of the Confidential Information, whether for the purpose of formulation of the Transaction and/or otherwise in relation to the Company. Further, none of the Disclosing Party nor the Liquidator shall, now or in future, have any liability to the Receiving Party or any part thereof other person resulting from Receiving Party’s or its Representative’s use of the Confidential Information.
2.5. Receiving Party shall indemnify and hold harmless the Disclosing Party against all direct losses, damages and liabilities including but not limited to all legal fees and expenses on a solicitor and client basis arising from or connected with any unauthorized disclosure, use or misuse of the Confidential Information whether by itself or its Representatives. The Receiving Party further agrees and undertakes, at its sole cost and expense, to take any and all reasonable measures (including but not limited to court proceedings) to restrain any person to whom it has disclosed Confidential Information, directly or indirectly, from disclosing or using the Confidential Information in violation of this Agreement.
2.6. The Receiving Party acknowledges that it shall be responsible for any breach of this Agreement by the Receiving Party and/or any of its Representatives, employees or employees of its Representatives.
2.7. The Receiving Party shall not, without the prior written consent of the Disclosing Party, except where required engage any advisor, whether professional, legal or otherwise, who are already engaged by the Disclosing Party in relation to the Liquidation process of the Company.
2.8. If the Receiving Party decides to not proceed with the Transaction, it will promptly notify the Liquidator in writing of that decision. The Receiving Party shall immediately, upon the earlier of (a) the conclusion of the Transaction; or (b) termination of this Agreement as per Clause 11 below; or (c) a notification by the Disclosing Party, for any reason or for no reason, surrender and return to the relevant Disclosing Party, all Confidential Information in its own internal use possession, or destroy the same in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option directives of the Disclosing Party, destroy and confirm .
2.9. The Receiving Party shall not publish any news release or make any announcements or denial or confirmation in writing any medium concerning this Agreement in any manner nor advertise or publish the destruction same in any medium; and
2.10. The Receiving Party shall promptly notify the Disclosing Party of any Confidential Information which has been lost or disclosed or used by any unauthorized third party provided that such notification shall not relieve the Receiving Party from any liability arising from its breach of this Agreement.
2.11. The Receiving Party shall protect any intellectual property of CSPL which it may have access to which is provided or made available to by the Disclosing Party.
2.12. The Receiving Party shall not utilize the Confidential Information (this sub- clause being applicable only on to avail any undue gain or undue loss to itself or any other person and shall comply with the User).
7.4 Provided, however that nothing herein shall restrict in any manner provisions of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, IBC and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyrules and regulations prescribed thereunder.
Appears in 3 contracts
Samples: Confidentiality and Non Disclosure Agreement, Confidentiality and Non Disclosure Agreement, Confidentiality Agreement
Use of Confidential Information. 7.1 Each Except as expressly authorized herein, the Receiving Party may be given access to will (1) hold in confidence and not disclose any Confidential Information from the to third parties and (2) not use Confidential Information for any purpose other Party in order to perform than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party that receives may disclose Confidential Information shall be known to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than as “stipulated herein, and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section. The Receiving Party”’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party that discloses Confidential Information shall be known as “may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party”.
7.2 Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of upon any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged disclosure by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use will be entitled to seek appropriate equitable relief in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or addition to whatever other remedies it might have at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)law.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 3 contracts
Samples: Saas Subscription Agreement, Subscription Agreement, Saas Subscription Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from The Owner and the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information Contractor shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in for any manner whatsoeverpurpose other than for the design, development, construction, financing, transfer or operation of the Project. Notwithstanding the foregoing, the Owner may use and disclose Confidential Information of the Contractor for the completion, repair, operation and maintenance of, and additions, improvements, expansions, changes or alterations to, the BXXX, provided that the Owner makes any third party with which such Confidential Information is shared subject to a written confidentiality provision with terms similar to those set forth herein, unless the recipient is already bound by a professional obligation not to disclose such Confidential Information. The Owner shall co-operate with the Contractor in enforcing such confidentiality provisions. Each Party agrees to utilize the same standards and procedures with respect to Confidential Information received from the other Party which it applies to its own Confidential Information, but not less than reasonable care. Each Party shall limit access to received Confidential Information to those of its Affiliates and its and their respective directors, officers, employees, lawyers, lenders, contractors, subcontractors, suppliers, agents, and consultants who need to know about or participate in the design, development, construction, ownership financing, or operation of the Project and disclosure shall be limited to only Confidential Information necessary for performance under this Agreement. Each Party agrees to inform each of its Affiliates and it and their respective directors, officers, employees, lawyers, lenders, contractors, subcontractors, suppliers, agents, and consultants who receive Confidential Information of the secret and confidential nature thereof and of the obligations of confidentiality herein imposed by this Agreement, and shall apply to each Party only disclose to the extent that other Party the identities of any lenders, subcontractors, suppliers, agents, and consultants who will have access to or have received Confidential Information. Unless otherwise agreed by the Owner, no Confidential Information received from the Owner shall be disclosed by the Contractor or portion thereof its Subcontractors to lenders, contractors, subcontractors, suppliers, agents, and consultants until and unless those individuals or entities have executed a mutually agreeable confidentiality agreement with the Owner. The Contractor agrees that any Confidential Information provided to the Owner may be disclosed by the Owner to any bona fide potential purchaser, investor, lender or operator of the BXXX. Each Party shall be liable for unauthorized use or disclosure of received Confidential Information by any Person to which such Confidential Information is disclosed by it. Confidential Information shall not owned be reproduced without written agreement of the Parties. Notwithstanding the foregoing, Confidential Information may be disclosed by that particular Partythe Owner pursuant to a subpoena or other legal or regulatory process or proceeding to which the Owner is a party or pursuant to the order of an Authority.
Appears in 3 contracts
Samples: Engineering, Procurement & Construction Agreement (SolarBank Corp), Engineering, Procurement & Construction Agreement (SolarBank Corp), Engineering, Procurement & Construction Agreement (SolarBank Corp)
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreementparty (the "Receiving Party"). The Party that receives Each party's use and disclosure of the Confidential Information of the other party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option public domain through no fault of the Disclosing Receiving Party, destroy and confirm in writing ; or (iii) is known by the destruction Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information Information; or (this sub- clause being applicable only v) is made generally available by the Disclosing Party without restriction on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.disclosure; or
Appears in 3 contracts
Samples: Registry Agreement, Registry Registrar Agreement, Registry Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use Except as set out in this clause 9.1, for the period that Confidential Information is to remain confidential as set out in item 17 of the Details Schedule, each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes purpose it was disclosed; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set forth hereinout in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or the rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause 9, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information.
(e) Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity, or a State or Territory government entity, that party will not be in breach of this clause 9.1 if it is required to disclose information to a Minister or a House or Committee of Parliament.
(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, where received or created under that other agreement.
(g) At any time a party may request return or destruction of any or all copies of its Confidential Information (unless required by law to be retained). The other party must promptly comply with such request. On receipt of any such request the other party's right to use that Confidential Information ceases.
(h) Notwithstanding clause 9.1(g), a party is entitled to keep a copy or reproduce in any manner whatsoever the of Confidential Information of the Disclosing Party other party for the sole purpose of managing legal obligations, or where stored in a back-up of an IT system. A party must continue to treat any part thereof without the prior written consent such copy as Confidential Information of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration other party which is subject to the terms of this Agreement, return and confirm in writing .
(i) The obligations under this clause 9.1 survive the return or destruction of all originals, copies, reproductions and summaries of any Confidential Information or, or at for the option period of confidentiality specified in respect of that Confidential Information in item 17 of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)Details Schedule.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Material Transfer Agreement, Material Transfer Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use Except as set out in this clause 3, for the period that Confidential Information is to remain confidential as set out in item 4 of the Details Schedule, each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes Permitted Purpose; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may disclose Confidential Information to its Personnel for the Permitted Purpose, subject to any restrictions agreed in item 5 of the Details Schedule. Where Confidential Information of the other party is disclosed to a party's Personnel for use in accordance with the Permitted Purpose, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set forth hereinout in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or the rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) not copy Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or reproduce in any manner whatsoever the Confidential Information disclosure of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreementother party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orif a party is a Commonwealth Entity, or at the option a State or Territory government entity, that party will not be in breach of the Disclosing Party, destroy and confirm in writing the destruction this clause 3 if it is required to disclose information to a Minister or a House or Committee of the Confidential Information (this sub- clause being applicable only on the User)Parliament.
7.4 Provided(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, however where received or created under that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.other agreement.
Appears in 2 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Use of Confidential Information. 7.1 Each Party may be given access party agrees not to use any Confidential Information from disclosed to it by the other Party party except as reasonably necessary to carry out discussions concerning, or the undertaking of, the Relationship. Each party will restrict the possession, knowledge, development and use of Confidential Information to its employees, agents, subcontractors and entities that it controls or that control it who have a need to know Confidential Information in order connection with the purposes stated herein and have agreed in writing to perform protect the confidentiality of such information in accordance with these terms (collectively, “Personnel”). Personnel will have access only to the Confidential Information they need for such purposes. Each party will ensure that its obligations under Personnel comply with this Agreement and will promptly notify the other party of any breach of this Agreement. The Party Each party agrees that receives it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party. Such measures shall include, but not be known as “Receiving Party”. The Party limited to, those measures that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted uses to protect its own Confidential Information, but which shall be no less than reasonable care. Each party agrees to notify the other in writing of any misuse or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the misappropriation of Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement andParty. Neither party shall reverse engineer, without limiting disassemble or decompile any prototypes, software or other tangible objects which embody the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such other party’s Confidential Information or any part thereof and which are provided to any person or entity or the party hereunder. PHI will not be shared during the term of this Agreement. After execution of an agreement for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treata license deal, and to cause all its officersbefore sending PHI, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Informationthe parties shall enter into a HIPAA Business Associate Agreement (“BAA”). In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with With respect to the Confidential Information;
(c) notprotection, without use and/or disclosure of any PHI, in the prior written consent event of a conflict between the terms of this Agreement and the terms of the Disclosing PartyBAA, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information terms of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)BAA shall prevail.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information Except as expressly provided below, neither party shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that sell, transfer, publish, disclose, display or otherwise make available the Confidential Information of the other party to any third party (and third parties shall be deemed also to include Affiliates of the party so restricted), except as may be required by Applicable Law (including, without limitation, requirement by oral questions, interrogatories, subpoenas, civil investigative demands or similar processes), in which case the party from whom disclosure is sought (or, if applicable, who is seeking to make disclosure as required by Applicable Law) shall promptly notify the other party and shall provide the other party (if the other party so requests) with a copy of the information proposed to be disclosed and all related descriptions thereof within a reasonable period (which period shall generally be at least five days) in advance of the proposed disclosure. To the extent that the other party objects to disclosure of such Confidential Information, the party from which disclosure is sought (or, if applicable, who is seeking to make disclosure as required by Applicable Law) shall (i) use reasonable and lawful efforts to resist making any disclosure of such Confidential Information, (ii) use reasonable and lawful efforts to limit the amount of such Confidential Information to be disclosed (and, in connection therewith, shall reasonably consider all modifications, deletions and additions to such information, and related descriptions, proposed by the other party), and (iii) use all reasonable efforts to obtain a protective order or other appropriate relief to minimize the further dissemination of any Confidential Information to be disclosed. In addition, neither party shall disclose the Confidential Information received to any of its directors, officers, employees, Affiliates, or professional advisors (collectively, "Representatives") except on a need-to-know basis for the purposes of implementing and administering this Agreement; provided, however, that prior to any such disclosure, the party shall inform all such Representatives of the confidential basisnature of the information, and that the Disclosing Party it is subject to this non-disclosure obligation, and shall remain the exclusive owner further instruct such Representatives to treat such information confidentially. American and Carrier each agrees to be responsible for any breach of its Confidential Information and of Intellectual Property rights contained thereinthis Section 6 by their respective Representatives. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) Furthermore, neither party shall use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or other party for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except other than as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed provided in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Aadvantage Participating Carrier Agreement (Midway Airlines Corp), Aadvantage Participating Carrier Agreement (Midway Airlines Corp)
Use of Confidential Information. 7.1 Each During the Term of this Agreement, each Party (the "Disclosing Party") may be given access required to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of the Confidential Information of the other Party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementoperating procedures.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its rights or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use in accordance this Subsection 5.1 imposes no obligation upon the Parties with this Agreement; and
respect to information that (ei) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of is disclosed with the Disclosing Party's prior written approval; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure.
5.1.7. In the event the Receiving Party is required by law, destroy and confirm regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the destruction proper authority, at the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.8. The Receiving Party's duties under this Subsection 5.1 shall expire five (5) years after the information is received or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 2 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, to the extent possible, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- sub-clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Merchant Agreement, Merchant Agreement
Use of Confidential Information. 7.1 Each Party may be given access to The TO agrees that it will not make use of any Confidential Information received from GEPB without the express prior written consent of GEPB, otherwise than as directly contemplated herein. RETURN OF CONFIDENTIAL INFORMATION Upon the written request of GEPB, TO shall return to GEPB all written materials containing the Confidential Information retaining any copy thereof, destroy all notes and work papers relating to the Project in his possession and purge all information relating to the project in computer system. TO shall deliver to GEPB written statements signed by TO certifying that all materials have been returned, and other records destroyed and/or purged within five (5) days of receipt of the request. RELATIONSHIP OF PARTIES Neither party has an obligation under this Agreement to purchase any service or item from the other Party party, or commercially offer any products using or incorporation the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. Any and all expenses incurred by either party for the research, investigation, preparation, analysis and presentation of information, data, materials and Proposals will be for its own account, and neither party shall have any tight of reimbursement for the other party unless the parties have otherwise agreed in order to perform its obligations under this Agreementwriting. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party NO WARRANTY To acknowledges and agrees that the Confidential Information is received provided on a confidential an AS IS basis. GEPB MAKES NO WARRENTIES, and EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GEPB BE LIABLE FOR ANY DIRECT. INDIRECT, SPECIAL, OR CONSEQUENTIAL OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. GEPB does not represent or warrant that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license any product or conveyance of any such rights Business Plan disclosed to the Receiving Party is granted MANAGER will be marketed or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except carried out as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information ordisclosed, or at all. Any actions taken by TO in response to the option of the Disclosing Party, destroy and confirm in writing the destruction disclosure of the Confidential Information (this sub- clause being applicable only on shall be solely at the User)risk of TO.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Container Terminal Management, Operation and Maintenance Contract, Container Terminal Management, Operation and Maintenance Contract
Use of Confidential Information. 7.1 Each Party may be given of the Parties understands and acknowledges that so long as this Agreement remains in effect, it will have access to certain Confidential Information from of other Parties concerning such other Parties' respective businesses that is a valuable and unique asset of such other Parties upon which such other Parties' respective businesses are dependent. To insure the other continued secrecy of this Confidential Information, each Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known agrees as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallfollows:
(a) use the Confidential Information All reports of information produced as a result of this Agreement shall be deemed to be part of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Waste Corp Parties' Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing PartyInformation;
(b) use reasonable efforts to treatAny Confidential Information of a Waste Corp Party received by a WCA Waste Party during the Term may be used by the WCA Waste Party only for the purposes intended by this Agreement, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all any Confidential Information. In no event shall such efforts Information of a WCA Waste Party received by a Waste Corp Party during the Term may be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged used by the Receiving Waste Corp Party in connection with only for the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in purposes intended by this Agreement with respect to the Confidential InformationAgreement;
(c) notEach WCA Waste Party agrees not to disclose any Confidential Information of any Waste Corp Party or permit any Confidential Information of any Waste Corp Party to be disclosed to any third party while this Agreement remains in effect or at any time thereafter, without the prior written consent of the Disclosing applicable Waste Corp Party, and each Waste Corp Party agrees not to disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing any WCA Waste Party or permit any part thereof Confidential Information of any WCA Waste Party to be disclosed to any third party while this Agreement remains in effect or at any time thereafter, without the prior written consent of the Disclosing applicable WCA Waste Party;
(d) Each WCA Waste Party shall use the same degree of care, except where required for but not less than a reasonable degree of care, to protect the confidentiality of the Confidential Information of each Waste Corp Party as such WCA Waste Party uses to protect its own internal Confidential Information, and each Waste Corp Party shall use in accordance with this Agreementthe same degree of care, but not less than a reasonable degree of care, to protect the confidentiality of the Confidential Information of each WCA Waste Party as such Waste Corp Party uses to protect its own Confidential Information;
(e) Each WCA Waste Party shall restrict access to the Confidential Information of the Waste Corp Parties by such WCA Waste Party's personnel on a need-to-know basis, and each Waste Corp Party shall restrict access to the Confidential Information of the WCA Waste Parties by such Waste Corp Party's personnel on a need-to-know basis; and
(ef) promptlyEach WCA Waste Party agrees that all originals or copies of any records, papers, programs, computer software, documents, fee books, files or any other matter of whatever nature which is, contains or may facilitate access to Confidential Information received from or made available by a Waste Corp Party hereunder shall be returned to such Waste Corp Party or, at the written request of such Waste Corp Party, destroyed upon the termination or expiration of this AgreementAgreement for any reason, return and confirm in writing the return each Waste Corp Party agrees that all originals or copies of all originalsany records, copiespapers, reproductions and summaries programs, computer software, documents, fee books, files or any other matter of whatever nature which is, contains or may facilitate access to Confidential Information received from or made available by a WCA Waste Party hereunder shall be returned to such WCA Waste Party or, or at the option written request of the Disclosing such WCA Waste Party, destroy and confirm in writing destroyed upon the destruction termination of the Confidential Information (this sub- clause being applicable only on the User)Agreement for any reason.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Administrative Services Agreement (Wca Waste Corp), Administrative Services Agreement (Wca Waste Corp)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.
7.2 ) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including Software), pricing, documentation or technical information provided by Tableau (or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of Tableau without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both Tableau and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: End User License Agreement, End User License Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use Except as set out in this clause 8, for the period that Confidential Information is to remain confidential as set out in item 11 of the Details Schedule, each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause 8, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in breach of this clause 8 if the party is required to disclose the information to a Minister or a House or Committee of Parliament.
(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, where received or created under that other agreement.
(g) At any time a party may request return and confirm in writing or destruction of any or all copies of its Confidential Information (unless required by law to be retained). The other party must promptly comply with such request. On receipt of any such request the return of all originalsother party's right to use that Confidential Information ceases.
(h) Notwithstanding clause 8(g), copies, reproductions and summaries a party is entitled to keep a copy of Confidential Information orof the other party for the sole purpose of managing legal obligations, or at the option where stored in a back- up of an IT system. A party must continue to treat any such copy as Confidential Information of the Disclosing Party, destroy and confirm in writing other party which is subject to the terms of this Agreement.
(i) The obligations under this clause 8 survive the return or destruction of the any Confidential Information (this sub- clause being applicable only on for the User).
7.4 Provided, however period of confidentiality specified in respect of that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and item 11 of the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular PartyDetails Schedule.
Appears in 2 contracts
Samples: Equipment Licence Agreement, Equipment Licence Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from (a) Except as set out in this clause 3, for the other Party in order to perform its obligations under this Agreement. The Party period that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a to remain confidential basisas set out in item 4 of the Details Schedule, and that the Disclosing Party shall remain the exclusive owner of its each party when receiving Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallmust:
(ai) only use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes Permitted Purpose; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the Permitted Purpose. Where Confidential Information of the other party is disclosed to a party's Personnel for use in accordance with the Permitted Purpose, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set forth herein;out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent; or
(ii) if required by law or the rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) not copy Each party undertakes to implement appropriate security practices to prevent any unauthorised copying, use or reproduce in any manner whatsoever the Confidential Information disclosure of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; andother party's Confidential Information.
(e) promptly, upon termination Each party must promptly notify the other if the party becomes aware of any actual or expiration suspected unauthorised use or disclosure of the other party's Confidential Information.
(f) Notwithstanding any other provision of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orif a party is a Commonwealth Entity, or at a State or Territory government entity, the option party will not be in breach of the Disclosing Party, destroy and confirm in writing the destruction this clause 3 if it is required to disclose information to a Minister or a House or Committee of the Confidential Information (this sub- clause being applicable only on the User)Parliament.
7.4 Provided(g) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, however where received or created under that nothing herein shall restrict in any manner the ability other agreement, including as a part of either Party to use a university research or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partystudent publication process.
Appears in 2 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Recipient and its Representatives shall use the Confidential Information from solely for the purpose of evaluating a Possible Transaction and for no other Party in order to perform its obligations under this Agreementpurpose. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges Recipient agrees that the Confidential Information is received on a will be kept confidential basis, and that Recipient and its Representatives will not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) it may make any disclosure of the Confidential Information to which the Disclosing Party shall remain the exclusive owner gives its prior written consent, and (ii) any of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof may be disclosed to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing PartyRecipient’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors Representatives who need to know such information for the sole purpose of evaluating a Possible Transaction, who are bound by confidentiality obligations to Recipient or agree to keep such Confidential Information confidential to the same extent as Recipient. In any event, Recipient agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information Information, to accept responsibility for the purposes set forth herein;
(d) not copy any breach of this Agreement by any of its Representatives, and at its sole expense to take all reasonable measures to restrain its Representatives from prohibited or reproduce in any manner whatsoever unauthorized disclosure or uses of the Confidential Information of Information. The Disclosing Party understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that may be similar to Disclosing Party’s information. Accordingly, this Agreement will not be construed as an obligation or representation that Recipient will not develop products or systems, or have products or systems developed for it, that compete with the products or systems contemplated by Disclosing Party’s information. In addition, the Disclosing Party agrees that Recipient does not intend to, and will not be obligated to, restrict or any part thereof without segregate the prior written consent work assignments of the personnel who may have been exposed to Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)’s information.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Confidentiality Agreement (Transcend Services Inc), Confidentiality Agreement (Nuance Communications, Inc.)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall (a) hold all Confidential Information received from the Disclosing Party in strict confidence; (b) use such Confidential Information only for the purpose of evaluating the possibility of entering into a business relationship or other commercial arrangement between the parties relating to the Confidential Information; (c) reproduce the Confidential Information is received on only to the extent necessary for the purpose of evaluating the possibility of entering into a confidential basisbusiness relationship or other commercial arrangement between the parties relating to the Confidential Information; (d) restrict disclosure of the Confidential Information to its employees with a need to know (and advise such employees of the obligations of confidentiality contained herein); (e) not disclose such Confidential Information to any third party, including but not limited to any manufacturer or independent contractor, without prior written approval of the Disclosing Party; and (f) abide by all restrictions of the Arms Export Control Act (22 USC 2751 et seq.), and that the Disclosing Party shall remain Export Control Reform Act (50 USC 4801 et seq.), including restrictions on the exclusive owner disclosure of its Confidential Information export controlled data to foreign nationals and of Intellectual Property rights contained thereinprohibited parties, and restrictions on access to export controlled data by foreign nationals and prohibited parties. No license In addition, with respect to any equipment, component, software, or conveyance of any such rights other items sold, leased, loaned, or otherwise delivered to the Receiving Party is granted or implied under this Agreement.
7.3 The by the Disclosing Party, Receiving Party shall:
agrees that it shall not attempt to reverse engineer, disassemble, decompile, or otherwise analyze the physical construction of any such items, and shall not export or re-export (awithin the meaning of U.S. or other export control laws or regulations) use the Confidential Information any of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof product thereof. The terms and conditions governing the Receiving Party's use of Confidential Information as set forth hereinabove shall not apply to any person or entity or for any purpose whatsoever (or in any manner Confidential Information which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by can demonstrate:
i. was wholly and independently discovered or prospective contractors to be engaged developed by the Receiving Party in connection with the performance without use of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) notii. is or has become generally available to the public without breach of this Agreement by the Receiving Party;
iii. was in the Receiving Party’s possession prior to the execution of this Agreement, without provided that the prior source of such information was not bound by any obligation of confidentiality;
iv. is approved for release by written consent authorization of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party but only to the extent of and subject to such conditions as may be imposed in such written authorization;
v. is received by the Receiving Party from a third party without, to the knowledge of the Receiving Party, violation of any duty of confidentiality by that third party, or
vi. is disclosed in response to a valid order of a court or other governmental body in the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order; provided, however, that the Confidential Information or portion thereof is not owned by that particular PartyReceiving Party shall first notify the Disclosing Party in writing of the order and permit the Disclosing Party to seek an appropriate protective order.
Appears in 2 contracts
Samples: Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement
Use of Confidential Information. 7.1 Each Party may be given access to All Confidential Information from shall belong to the other Party disclosing it. The disclosing Party grants the receiving Party the right to use Confidential Information only for purposes expressly permitted in order this Section. Lucent shall use Customer's Confidential Information only to perform its Lucent's obligations under this Agreement. The Party that receives Customer shall use Lucent's Confidential Information shall be known as “Receiving Party”only to order, evaluate, use, install, and maintain the Products and/or Licensed Materials furnished hereunder. The receiving Party that discloses (i) shall not reproduce or copy the disclosing Party's Confidential Information Information, in whole or in part, except as authorized in this Agreement or in writing by the disclosing Party; (ii) shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that return or destroy the Confidential Information is received on a confidential basis, (including any full and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license partial copies) when no longer needed or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing when requested to do so by the Disclosing disclosing Party;
; (biii) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to hold the Confidential Information;
Information in confidence; (civ) not, without the prior written consent of the Disclosing Party, shall disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof only to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective employees and independent contractors who have a need to know and use the Confidential Information for the purposes set forth herein;
permitted purposes, provided that the independent contractors have agreed in writing to maintain the confidentiality of the information and are not employees of any competitor of Lucent. The receiving Party shall provide the disclosing Party, at its request, with a copy of such writing. The foregoing restrictions and obligations shall not apply to information that the receiving Party can demonstrate: (a) was independently developed by or for the receiving Party without reference to the disclosing Party's Confidential Information; (b) has become publicly known through acts not attributable to the receiving Party; (c) was in the receiving Party's possession or was known by the receiving Party at the time of disclosure; or (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof was received without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)restriction from another party.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Systems Integrator Agreement (Mphase Technologies Inc), Systems Integrator Agreement (Mphase Technologies Inc)
Use of Confidential Information. 7.1 Each Party may be given access to All Confidential Information from relating to a party (the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that ) shall be held in confidence by the Confidential Information is received on a confidential basis, and that other party (the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights “Recipient”) to the Receiving Party is granted same extent and with at least the same degree of care as the Recipient protects its own confidential or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the proprietary information of like kind and importance, but in no event using less than a reasonable degree of care. “Confidential Information Information” of the Disclosing Party only for purposes of complying with includes all information obtained by Recipient that (a) given its obligations under this Agreement andnature and context, without limiting should reasonably be deemed confidential, (b) is generally unavailable to the generality of the foregoingpublic, shall not, directly (c) has material economic value or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof potential material economic value to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party’s present or future business, or (d) except as expressly permitted hereunder has been marked “confidential” or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) other similar designation. Recipient may use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof solely to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know carry out the Confidential Information for the purposes obligations and business relationship set forth herein;
(d) in this Agreement. In addition, Recipient shall not copy disclose, duplicate, publish, release, transfer or reproduce in any manner whatsoever the otherwise make available Confidential Information of the Disclosing Party other party in any form to, or for the use or benefit of, any part thereof person or entity without the prior other party’s written consent or as otherwise provided in this Agreement. Recipient shall, however, be permitted to disclose relevant aspects of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of ’s Confidential Information oras required by law and to its affiliates, or at the option of the Disclosing Partyofficers, destroy directors, investors and confirm in writing the destruction of the Confidential Information potential investors, agents, employees and permitted subcontractors (this sub- clause being applicable only on the User).
7.4 Providedcollectively, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only “Representatives”) to the extent that such disclosure is necessary for the Confidential Information performance of Recipient’s duties and obligations under this Agreement and to those who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Without limiting the foregoing, each party shall not use or portion thereof is not owned by that particular Partydisclose the other party’s intellectual property rights, including trade secrets or other proprietary know-how to invent, author, make, develop, design, otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Each party agrees to take reasonable measures to maintain the secrecy of the other party’s trade secrets.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party Recipient acknowledges that the Confidential Information is received on a confidential basisstrictly confidential, and that the Disclosing Party shall remain the exclusive owner of its such Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
shall (a) use be used solely for the Confidential Information purpose of evaluating the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly Proposed Transaction by Recipient and will not be used or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or duplicated for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless other purpose, and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts remain confidential and shall not be disclosed to treatany person, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, party or entity by Recipient or the Permitted Parties (as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(cdefined below) not, without the prior written consent of Transform, which consent may be withheld, conditioned, or delayed in Transform’s sole and absolute discretion, including, but not limited to, any federal, state and/or local governmental entity, except that Recipient may disclose the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information without Transform’s prior written consent, to Recipient’s respective employees, officers, attorneys, accountants, consultants, and financial advisors (collectively, the “Permitted Parties”) who (i) need to know of the Confidential Information in connection with the Proposed Transaction, (ii) are informed of the confidential nature of the Confidential Information, and (iii) are subject, as a result of their employment or engagement by the Recipient, to an obligation no less restrictive in nature and scope than this Agreement, which prohibits such party from disclosing the Confidential Information furnished to them in connection with the Transaction in accordance with the terms of this Agreement. Without limiting the foregoing, Recipient agrees and acknowledges that no copies, summaries, abstracts or other reproductions of the Confidential Information, as applicable, shall be provided or disclosed by Recipient or the Permitted Parties to any part thereof person, party or entity. Recipient shall not have the right to make any commitments to any party other than those that are in any way binding on Transform or the Property, and Recipient shall be responsible for any breach of this Agreement by any of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in Permitted Parties. Notwithstanding any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration other provision of this Agreement, return and confirm Recipient may disclose the Confidential Information to the extent required by applicable law. If Recipient is required in writing any civil or criminal legal proceeding, regulatory proceeding or any similar process to disclose any part of the return of all originalsConfidential Information, copies, reproductions and summaries Recipient may only disclose such portion of Confidential Information or, as required by law and only after providing Transform with prompt written notice of such request so that Transform may seek an appropriate protective order or at waive Recipient’s compliance with the option provisions of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)Agreement.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Use of Confidential Information. 7.1 Each Party During the Term of this Agreement, each party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other party (the "Receiving Party"). Each party's use and disclosure of the Confidential Information of the other party shall be subject to the following terms and conditions:
(a) The Receiving Party in order shall treat as strictly confidential, and use all reasonable efforts to perform preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party solely for the purpose of exercising its right or performing its obligations under this Agreement. Agreement and for no other purposes whatsoever.
(c) The Receiving Party that receives shall make no disclosures whatsoever of any Confidential Information shall be known as “of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party”. The 's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party that discloses shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be known as “individually bound by the confidentiality terms of this Agreement.
(d) The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party”.
7.2 (e) The Receiving Party shall not prepare any derivative works based on the Confidential Information.
(f) Notwithstanding the foregoing, this Subsection 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed in the absence of a confidentiality agreement and such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure; or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party’s Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party’s expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information that is legally required.
(g) The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner unauthorized disclosure or use of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent violation of the Disclosing Party’s proprietary rights therein will cause immediate and irreparable harm to the Disclosing Party for which money damages cannot adequately compensate. Accordingly, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration notwithstanding any other provision of this Agreement, return and confirm the Receiving Party acknowledges that in writing the return event of all originals, copies, reproductions and summaries of Confidential Information or, any unauthorized disclosure or at the option use of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the ’s Confidential Information or portion thereof is not owned by that particular threat of same, or any other violation or threatened violation of the Disclosing Party’s proprietary rights therein, the Disclosing Party will be entitled to seek injunctive relief from any court or tribunal with authority to grant such relief.
(h) The Receiving Party's duties under this Subsection 5.1 shall expire two (2) years after the expiration or termination of this Agreement or earlier, upon written agreement of the parties.
Appears in 2 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights agrees to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party solely in connection with the performance of current or contemplated business relationship or partnership between the Services shall be required to assume obligations of secrecy equal to or greater parties and not for any purpose other than the obligations that the Receiving Party has assumed in as authorized by this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408. Compelled Disclosure of Confidential Information. Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, disclose at its sole expense, may seek to make such disclosure subject to a protective order or otherwise make available other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors), officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for Receiving Party may promptly comply with such request provided the purposes set forth herein;
Receiving Party give (dif permitted by such regulator) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent prompt notice of the Disclosing Partysuch disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information or portion thereof is not owned by that particular Partymay be made without liability.
Appears in 2 contracts
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights disclosed hereunder are subject to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallfollowing terms and conditions:
(a) The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;other purposes whatsoever.
(c) not, without the prior written consent The Receiving Party shall make no disclosures whatsoever of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof.
(d) The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and.
(e) promptlyThe Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
(f) Notwithstanding the foregoing, this Subsection 6.10 imposes no obligation upon termination or expiration the parties with respect to information that (i) is disclosed in the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originals, copies, reproductions and summaries the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information orInformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by Law, regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Registry Agreement (Verisign Inc/Ca), Registry Registrar Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from of a Disclosing Party will be used by the other Receiving Party only in order connection with the work to perform its obligations under be performed pursuant to this Agreement. The Party that receives Confidential Information shall ; no other use will be known as “made of it by the Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and it being recognized that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such has reserved all rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Disclosing Party’s Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without not expressly granted herein. Without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by agrees that it will not directly or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available indirectly use the Disclosing Party’s Confidential Information for commercial gain or for any part thereof to any party purpose other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need the work to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the be performed pursuant to this Agreement. All documents provided hereunder that contain Confidential Information of the Disclosing Party or any part thereof without shall remain the prior written consent property of the Disclosing Party at all times. Upon the request of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration at the end of the term of this AgreementAgreement and subject to any right of use that may survive such termination, the Receiving Party shall return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orreceived from the Disclosing Party in whatever format, whether written or electronic, including any and all copies or reproductions of such Disclosing Party’s Confidential Information, within ten (10) days of receiving such request. The Receiving Party shall also return any Confidential Information that was disclosed by the Disclosing Party visually or orally but was reduced to written, electronic or other format by the Receiving Party, or at the option of Receiving Party’s direction. Upon being requested to return the Confidential Information to the Disclosing Party, destroy and confirm in writing the destruction Receiving Party shall use reasonable efforts to permanently delete all such Confidential Information of the Disclosing Party from the Receiving Party’s computer hard drives and any other electronic storage medium. At the Receiving Party’s option, any documents or other information created by the Receiving Party, or at its direction, which may contain or be derived from the Disclosing Party’s Confidential Information (this sub- clause “Receiving Party’s Work Product”) may be destroyed by the Receiving Party, rather than being applicable only on delivered to the User).
7.4 ProvidedDisclosing Party. In such event, however that nothing herein shall restrict in any manner the ability Receiving Party, within ten (10) days of either Party receiving the request to use or disclose return all Confidential Information owned by it in any manner whatsoeveras described above, shall deliver to the Disclosing Party a written certificate, which certifies that the Receiving Party’s Work Product, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyall copies thereof, have been destroyed.
Appears in 2 contracts
Samples: Collaboration Agreement (Mascoma Corp), Collaboration Agreement (Mascoma Corp)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from Except as set out in this clause 3, for the other Party in order to perform its obligations under this Agreement. The Party period that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a to remain confidential basisas set out in item 4 of the Details Schedule, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the each party when receiving Confidential Information of the Disclosing Party other party must: only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) Permitted Purpose; and keep confidential and not copy or reproduce further disclose the Confidential Information. A party may disclose Confidential Information to its Personnel for the Permitted Purpose, subject to any restrictions agreed in any manner whatsoever item 5 of the Details Schedule. Where Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required other party is disclosed to a party's Personnel for its own internal use in accordance with the Permitted Purpose, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement. Each party may disclose Confidential Information of the other party: with that other party's prior written consent; to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; and
or if required by law or the rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (e) promptlyto the extent notification is permitted by law). Without limiting its obligations, upon termination each party: undertakes to implement appropriate security practices to prevent any unauthorised copying, use or expiration disclosure of the other party's Confidential Information; and must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information. Notwithstanding any other provision of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orif a party is a Commonwealth Entity, or at a State or Territory government entity, that party will not be in breach of this clause 3 if it is required to disclose information to a Minister or a House or Committee of Parliament. This Agreement does not limit any other agreement between the option of the Disclosing Partyparties that provides authority for a party to disclose or use Confidential Information, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)where received or created under that other agreement.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Use of Confidential Information. 7.1 Each During the Term of this Agreement, a Disclosing Party may be given access required (or elect) to disclose Confidential Information from to the other Receiving Party. Each party’s use and disclosure of the Confidential Information shall be subject to the following terms and conditions:
5.1.1. The Receiving Party in order shall treat as strictly confidential, and use all reasonable efforts to perform preserve the secrecy and confidentiality of, all Confidential Information, including implementing reasonable physical security measures and operating procedures.
5.1.2. The Receiving Party agrees that it will use any Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”Agreement and for no other purposes whatsoever.
7.2 5.1.3. The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance make no disclosures whatsoever of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes to others; provided, however, that if the Receiving Party is a corporation, partnership, or other organization, disclosure is permitted to the Receiving Party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of complying with its obligations under the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement andAgreement.
5.1.4. The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information.
5.1.5. The Receiving Party agrees not to prepare, without limiting or claim any rights to, any derivative works based on the generality of Confidential Information.
5.1.6. Notwithstanding the foregoing, shall this Subsection 5.1 imposes no obligation upon the parties with respect to information that (a) is disclosed to a third party with the Disclosing Party’s prior written approval; or (b) is or has entered the public domain through no fault of the Receiving Party; or (c) is known by the Receiving Party prior to the time of disclosure (as shown by documentary records to that effect); or (d) is independently developed by the Receiving Party without use of, or reference to, the Confidential Information; or (e) is made generally available by the Disclosing Party without restriction on disclosure; or (f) Receiving Party receives in good faith from a third party who is not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof under an obligation of confidentiality to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing Party with respect to do so by the Disclosing Party;same.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.7. In no the event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged is required by law, regulation or prospective contractors court order to be engaged by the disclose any Confidential Information, Receiving Party will promptly notify Disclosing Party in connection with writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) notproper authority, without the prior written consent of the Disclosing Party, disclose or otherwise make available at the Disclosing Party’s Confidential Information expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or any part thereof to any party other than those remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing PartyInformation, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided, however that nothing herein 5.1.8. The Receiving Party’s duties under this Subsection 5.1 shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.expire five
Appears in 2 contracts
Samples: Neustar Registrar Agreement, Registrar Accreditation Agreement
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “(the "Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”").
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures;
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality and for no other purposes whatsoever;
(c) The Receiving Party shall make no disclosures whatsoever of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such any Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof;
(d) except as expressly permitted hereunder The Receiving Party shall not modify or unless and until expressly authorized in writing to do so by remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party;
(be) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors agrees not to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to prepare any derivative works based on the Confidential Information;
(cf) notNotwithstanding the foregoing, this section imposes no obligation upon the parties with respect to information that (i) is disclosed in the absence of a confidentiality agreement and such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential lnformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by Iaw, regulation or court order to disclose any of Disclosing Party's Confidential lnformation, Receiving Party will promptly notify Disclosing Party in writing prior written consent of to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party, disclose 's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or otherwise make available other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the Disclosing Party’s Confidential Information or any part thereof to any party other than those requesting legal body from requiring the disclosure of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing PartyInformation, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Registrar Accreditation Agreement, Registrar Accreditation Agreement
Use of Confidential Information. 7.1 Each Party may be given access to 2.1. The Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received divulged by (or on a confidential basis, and that behalf of) the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with and/or its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless Representatives will be received and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged treated by the Receiving Party and/or its Representatives as – (i) strictly confidential; (ii) in connection accordance with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the applicable law. The Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) and its Representatives shall not, without the prior written consent of the Disclosing PartyParty or as expressly permitted herein, disclose, disseminate, reproduce, quote, share with, refer to, use or make available to any other person, or use or permit others to disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directorsuse, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever other than for the sole purpose as described in Clause 2.2 below. Without prejudice to the above, the Receiving Party and its Representatives shall comply with all provisions of law applicable to confidential information.
2.2. Notwithstanding the provisions of Clause 2.1 above, the Receiving Party may disclose the Confidential Information received under this Agreement to its Representatives (as defined in Clause 1.4 above) in accordance with applicable laws in relation to confidentiality on a strict "need-to-know" basis, and solely for the purpose of enabling assessment and evaluation of the Transaction (“Purpose”).
2.3. The Receiving Party and its Representatives shall exercise the same standard of care in respect of the security and safekeeping of the Confidential Information disclosed hereunder as the Receiving Party and its Representatives exercise in respect of its own confidential information.
2.4. The Receiving Party understands and acknowledges that pursuant to the order of the Kolkata bench of the NCLT dated 26th September, 2018, the NCLT had commenced the Liquidation process of the Company and appointed Xx. Xxxxxxx Xxxxxxxxxxxx as Liquidator. None of the Disclosing Party nor the Liquidator makes any representation or warranty or inducement, expressed or implied, now or in the future, as to the accuracy, correctness, completeness, fairness or relevance of the Confidential Information. Neither the Receiving Party nor any of its Representatives shall be entitled to rely on the accuracy, correctness, completeness, fairness or relevance of the Confidential Information, whether for the purpose of formulation of the Transaction and/or otherwise in relation to the Company. Further, none of the Disclosing Party nor the Liquidator shall, now or in future, have any liability to the Receiving Party or any part thereof other person resulting from Receiving Party’s or its Representative’s use of the Confidential Information.
2.5. Receiving Party shall indemnify and hold harmless the Disclosing Party against all direct losses, damages and liabilities including but not limited to all legal fees and expenses on a solicitor and client basis arising from or connected with any unauthorized disclosure, use or misuse of the Confidential Information whether by itself or its Representatives. The Receiving Party further agrees and undertakes, at its sole cost and expense, to take any and all reasonable measures (including but not limited to court proceedings) to restrain any person to whom it has disclosed Confidential Information, directly or indirectly, from disclosing or using the Confidential Information in violation of this Agreement.
2.6. The Receiving Party acknowledges that it shall be responsible for any breach of this Agreement by the Receiving Party and/or any of its Representatives, employees or employees of its Representatives.
2.7. The Receiving Party shall not, without the prior written consent of the Disclosing Party, except where required engage any advisor, whether professional, legal or otherwise, who are already engaged by the Disclosing Party in relation to the Liquidation process of the Company.
2.8. If the Receiving Party decides to not proceed with the Transaction, it will promptly notify the Liquidator in writing of that decision. The Receiving Party shall immediately, upon the earlier of (a) the conclusion of the Transaction; or (b) termination of this Agreement as per Clause 11 below; or (c) a notification by the Disclosing Party, for any reason or for no reason, surrender and return to the relevant Disclosing Party, all Confidential Information in its own internal use possession, or destroy the same in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option directives of the Disclosing Party, destroy and confirm .
2.9. The Receiving Party shall not publish any news release or make any announcements or denial or confirmation in writing any medium concerning this Agreement in any manner nor advertise or publish the destruction same in any medium; and
2.10. The Receiving Party shall promptly notify the Disclosing Party of any Confidential Information which has been lost or disclosed or used by any unauthorized third party provided that such notification shall not relieve the Receiving Party from any liability arising from its breach of this Agreement.
2.11. The Receiving Party shall protect any intellectual property of CSPL which it may have access to which is provided or made available to by the Disclosing Party.
2.12. The Receiving Party shall not utilize the Confidential Information (this sub- clause being applicable only on to avail any undue gain or undue loss to itself or any other person and shall comply with the User).
7.4 Provided, however that nothing herein shall restrict in any manner provisions of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, IBC and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyrules and regulations prescribed thereunder.
Appears in 2 contracts
Samples: Confidentiality and Non Disclosure Agreement, Confidentiality and Non Disclosure Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from (a) Except as set out in this clause 8, for the other Party in order to perform its obligations under this Agreement. The Party period that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a to remain confidential basisas set out in item 11 of the Details Schedule, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party: with that other party's prior written consent; to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause 8, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in breach of this clause 8 if the party is required to disclose the information to a Minister or a House or Committee of Parliament.
(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, where received or created under that other agreement.
(g) At any time a party may request return and confirm in writing or destruction of any or all copies of its Confidential Information (unless required by law to be retained). The other party must promptly comply with such request. On receipt of any such request the return of all originalsother party's right to use that Confidential Information ceases.
(h) Notwithstanding clause 8(g), copies, reproductions and summaries a party is entitled to keep a copy of Confidential Information orof the other party for the sole purpose of managing legal obligations, or at the option where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the Disclosing Party, destroy and confirm in writing other party which is subject to the terms of this Agreement.
(i) The obligations under this clause 8 survive the return or destruction of the any Confidential Information (this sub- clause being applicable only on for the User).
7.4 Provided, however period of confidentiality specified in respect of that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and item 11 of the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular PartyDetails Schedule.
Appears in 2 contracts
Samples: Equipment Licence Agreement, Equipment Licence Agreement
Use of Confidential Information. 7.1 Each Party may be given access represents and warrants to Confidential Information from the other Party in order that it Party shall not use the other Party’s Confidential Information for any purpose, or disclose such information to any third party (except for attorneys, accountants, auditors, third party participants and/or the third party contractors, provided such parties have reason to know such information and are bound to confidentiality obligations (which shall not be waived) at least as protective as this Section 24), other than (i) as necessary to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of or enforce its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement andor as required by law (and subject to the next sentence in this Section), without limiting (ii) to the generality of extent it obtains prior written approval from the foregoingother Party, shall not, directly or indirectly, deal with, use, exploit or and/or (iii) to the extent it is legally compelled to disclose such Confidential Information or by the valid order of a court of competent jurisdiction, in which event it shall so notify the other Party as promptly as practicable (and, if possible, prior to making any part thereof to disclosure) and shall seek confidential treatment of such information, it being understood that the parties will cooperate in protecting against any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than If in the degree absence of care and discretion as a protective order the Receiving receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors is nonetheless compelled to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the disclose Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, receiving Party may disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction only that portion of the Confidential Information which the receiving Party is advised in writing by counsel is so legally compelled, it must (this sub- clause being applicable only on if allowed by law) provide the User).
7.4 Provideddisclosing party with immediate notice of such disclosure and receiving Party will exercise best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure of Confidential Information, however which measures shall be no less than reasonable care and shall include all of those measures that nothing herein shall restrict in any manner the ability receiving Party uses to protect its own Confidential Information. For the avoidance of either Party to use or disclose Confidential Information owned by it in any manner whatsoeverdoubt, and the obligations of confidentiality herein shall apply to each Party only is responsible to the extent that other Party herein for the Confidential Information actions or portion thereof is not owned by that particular Partyomissions of its employees, attorneys, accountants, auditors, third party participants and/or third party contractors if such actions or omissions result in a breach of this Section 24. This Section 24 shall survive expiration or earlier termination of this Agreement.
Appears in 2 contracts
Samples: Subscription Video on Demand License Agreement, Subscription Video on Demand License Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, to the extent possible, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- sub-clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Merchant Agreement, Merchant Agreement
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the “Disclosing Party”) may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as (the “Receiving Party”). The Party that discloses Each Party’s use and disclosure of Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights disclosed hereunder are subject to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallfollowing terms and conditions:
(a) The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures.
(b) The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;other purposes whatsoever.
(c) not, without the prior written consent The Receiving Party shall make no disclosures whatsoever of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof.
(d) The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and.
(e) promptlyThe Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
(f) Notwithstanding the foregoing, this Subsection 6.10 imposes no obligation upon termination or expiration the parties with respect to information that (i) is disclosed in the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originals, copies, reproductions and summaries the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information orInformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by law, regulation or court order to disclose any of Disclosing Party’s Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party’s expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 2 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement (GoDaddy Inc.)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use Except as set out in this clause 16.2 or in clause 12, for the period that Confidential Information is to remain confidential as set out in section 8 of Schedule 3, each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or the rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orif a party is a Commonwealth Entity, or at the option a State or Territory government entity, that party will not be in breach of the Disclosing Party, destroy and confirm in writing the destruction this clause 16.2 if it is required to disclose information to a Minister or a House or Committee of the Confidential Information (this sub- clause being applicable only on the User)Parliament.
7.4 Provided(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, however where received or created under that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyother agreement.
Appears in 1 contract
Samples: Research Agreement
Use of Confidential Information. 7.1 Each During the Term of this Agreement, each Party (the “Disclosing Party”) may be given access required to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as (the “Receiving Party”). The Party that discloses Each Party’s use and disclosure of the Confidential Information of the other Party shall be known as “Disclosing Party”.subject to the following terms, conditions and limitations:
7.2 5.1.1 The Receiving Party acknowledges that shall treat as strictly confidential, and use reasonable best efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to Party, including where Registrar is the Receiving Party is granted or implied under this Agreementby implementing reasonable physical security measures and operating procedures designated by Dominion Registries and/or the Registry Service Provider from time to time.
7.3 5.1.2 The Receiving Party shall:
(a) may use the Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising or enforcing its rights or performing its obligations under this Agreement and, without limiting the generality of the foregoing, and for no other purposes whatsoever.
5.1.3 The Receiving Party shall not, directly or indirectly, deal with, use, exploit or not disclose such to any third party any Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly ; provided, however, that if the Receiving Party is a corporation, limited liability company, partnership, or similar entity, disclosure is permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Receiving Party;
(b) use reasonable efforts to treat, and to cause all its ’s officers, agents, servants, employees, professional advisors and contractors and prospective contractors agents who have a demonstrable need to treat, as strictly confidential all know such Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party Information in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that by the Receiving Party has assumed in this Agreement with respect to of its obligations hereunder, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information;Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
(c) not, without the prior written consent 5.1.4 The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or .
5.1.5 The Receiving Party shall not prepare any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever derivative works based on the Confidential Information of the Disclosing Party or any part thereof without Party.
5.1.6 Notwithstanding the prior written consent of foregoing, this Subsection 5.1Section 5.1 imposes no obligation upon the parties with respect to information that (i) is disclosed with the Disclosing Party, except where required for its own internal use in accordance with this Agreement’s prior written approval; and
or (eii) promptly, upon termination or expiration of this Agreement, return and confirm in writing has entered the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option public domain through no fault of the Disclosing Receiving Party, destroy and confirm in writing ; or (iii) is known by the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Receiving Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only prior to the extent that the Confidential Information or portion thereof is not owned by that particular Party.time of disclosure; or
Appears in 1 contract
Samples: Registry Registrar Agreement
Use of Confidential Information. 7.1 Each During the Term of this Agreement, each Party (the "Disclosing Party") may be given access required to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of the Confidential Information of the other Party shall be known as “Receiving Party”subject to the following terms and conditions:
5.1.1. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain Party, including implementing reasonable physical security measures and operating procedures of the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to Registry Operator and/or the Receiving Party is granted or implied under this AgreementRegistry Service Provider.
7.3 5.1.2. The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;no other purposes whatsoever.
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information5.1.3. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement.
5.1.4. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party.
5.1.5. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information.
5.1.6. Notwithstanding the foregoing, except where required for its own internal use in accordance this Subsection 5.1 imposes no obligation upon the parties with this Agreement; and
respect to information that (ei) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of is disclosed with the Disclosing Party's prior written approval; or (ii) is or has entered the public domain through no fault of the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is made generally available by the Disclosing Party without restriction on disclosure.
5.1.7. In the event the Receiving Party is required by law, destroy and confirm regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the destruction proper authority, at the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)which is legally required.
7.4 Provided5.1.8. The Receiving Party's duties under this Subsection 5.1 shall expire five (5) years after the information is received or earlier, however that nothing herein shall restrict in any manner upon written agreement of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyparties.
Appears in 1 contract
Samples: Registry Registrar Agreement
Use of Confidential Information. 7.1 Each 2.1 Recipient shall use Confidential Information only for the Purpose.
2.2 Recipient agrees to hold in confidence any and all Confidential Information disclosed, and further agrees not to disclose Confidential Information to third parties, not to publish Confidential Information, and not to use Confidential Information, except for the Purpose or with the written permission from an authorized officer of Disclosing Party. In addition neither Party may be given will disclose to any third party the fact that the Confidential Information has been provided to the other Party, the existence of this Agreement, its terms or that discussions are taking place between the Parties.
2.3 Recipient undertakes to use its efforts to limit access to Confidential Information under its control solely to Recipient’s and Recipient’s Affiliates’ Representatives whose access to Confidential Information is strictly necessary for the Purpose, provided that such Representatives have been specifically informed of the confidentiality of Confidential Information and have agreed to be bound by the terms of this Agreement or have entered into an agreement of similar scope and obligations with Recipient to protect the proprietary/confidential information of Recipient or the proprietary/confidential information of third parties in the Recipient’s possession. Notwithstanding the above, Recipient shall remain jointly and severally liable for the compliance of the terms and conditions of the present Agreement by its Representatives.
2.4 Recipient shall use the same degree of care as Recipient uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of Confidential Information.
2.5 In the event that Disclosing Party provides any computer software and/or hardware to Recipient as Confidential Information, Recipient may not directly or indirectly, disassemble, decrypt, decompile or derive source code from such Confidential Information, or otherwise attempt to reverse engineer the design and function of such Confidential Information.
2.6 Recipient shall notify Disclosing Party immediately upon discovery of any unauthorized use, disclosure or publication of Confidential Information or any other breach of this Agreement by Recipient and its or its Affiliates’ Representatives, and cooperate with Disclosing Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the help Disclosing Party shall remain the exclusive owner regain possession of its Confidential Information and of Intellectual Property rights contained therein. No license prevent its further unauthorized use, disclosure or conveyance of any such rights to the Receiving Party is granted or implied under this Agreementpublication.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and2.7 Recipient shall at any time, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the at Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreementsole request, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orand all other tangible materials and devices provided to the Recipient as Confidential Information, or at the option of the Disclosing PartyRecipient’s option, destroy and confirm in writing certify the destruction of the same except for one copy that may preserved for archival purposes. In addition, the Recipient and its Representatives will not be obligated to destroy copies of Confidential Information (this sub- clause being applicable only remaining on their standard computer back-up devices provided such information is not accessible in the User).
7.4 Providedordinary course of business and is not accessed except as required for backup, however that nothing herein shall restrict in any manner the ability of either Party to use recovery, contingency planning or disclose business continuity planning purposes. Any Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply so retained will continue to each Party only be subject to the extent that the Confidential Information or portion thereof is not owned by that particular Partyterms of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement (Takeda Pharmaceutical Co LTD)
Use of Confidential Information. 7.1 The Parties agree to hold such confidential information in strictest confidence and shall use it solely for the purpose of this agreement unless otherwise authorized in writing by the other Party. Except for a reasonable number of copies made for internal use or use consistent with the purposes of this agreement, the Parties shall not copy such confidential information without prior written permission of the other Party. The Parties shall not disclose such confidential information to anyone including but not limited to representatives and agents hereinafter collectively known as (" Representatives") except those representatives of the Parties to whom disclosure is necessary for the purpose set forth in this agreement. The Parties shall appropriately notify each such representative that the disclosure is made in confidence and must be kept in confidence in accordance with this agreement. Each Party may shall not use such confidential information to copy or otherwise replicate a document/product of either party, including software or parts thereof or services unless authorized in writing. Also in no event shall disclosure be given access made to Confidential Information a competitor of a Party without prior written consent, from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no the event shall such efforts confidential information must be less than the degree of care and discretion as the Receiving disclosed by either Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information third persons for the purposes set forth herein;
(d) , Department of Transport or shall first obtain the other Party's written permission to do so and till such time as no written consent or denial from the other Party, allowing or denying such disclosure is obtained, the Party seeking such consent or denial shall not copy or reproduce in any manner whatsoever proceed to disclose the Confidential Information same. Once the written consent by the consenting Party has been given, the disclosing Party shall obtain from such third persons a written agreement regarding confidentiality of the Disclosing Party confidential information prior to disclosure. Upon termination of this agreement for any reason or any part thereof without the prior written consent upon request of the Disclosing either Party, except where required for its own internal all confidential information, together with any copies of same as may be authorized in this agreement shall be returned to the requesting Party. The requirements of use and confidentiality set forth shall survive after termination and after return of such confidential information. Copy confidential information: The Parties agree that copies of confidential information shall be made only in accordance with this Agreement; and
(e) promptlyagreement, upon termination and each copy made shall contain and state the same confidential or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, proprietary notices or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only legends which appear on the User)original. Nothing in this agreement shall be construed as granting any right or license under any copyrights, inventions or patents now or hereafter owned or controlled by either party.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Master Service Agreement
Use of Confidential Information. 7.1 Each During the term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations under this Agreement(the "Receiving Party"). The Party that receives Each Party's use and disclosure of Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 disclosed hereunder are subject to the following terms and conditions: The Receiving Party acknowledges that shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information is received on a confidential basis, and that of the Disclosing Party shall remain the exclusive owner of its Confidential Information Party, including implementing reasonable physical security measures and of Intellectual Property rights contained thereinoperating procedures. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) agrees that it will use the any Confidential Information of the Disclosing Party only solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or and for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Informationno other purposes whatsoever. In no event shall such efforts be less than the degree of care and discretion as the The Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance shall make no disclosures whatsoever of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and take reasonable steps to maintain the confidentiality thereof. The Receiving Party shall not modify or remove any part thereof without the prior written consent confidentiality legends and/or copyright notices appearing on any Confidential Information of the Disclosing Party. The Receiving Party agrees not to prepare any derivative works based on the Confidential Information. Notwithstanding the foregoing, except where required for its own internal use this Subsection 6.10 imposes no obligation upon the parties with respect to information that (i) is disclosed in accordance with this Agreement; and
(e) promptly, upon termination or expiration the absence of this Agreement, return a confidentiality agreement and confirm such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or (ii) is or has entered the return public domain through no fault of all originals, copies, reproductions and summaries the Receiving Party; or (iii) is known by the Receiving Party prior to the time of disclosure; or (iv) is independently developed by the Receiving Party without use of the Confidential Information orInformation; or (v) is made generally available by the Disclosing Party without restriction on disclosure, or (vi) is required to be disclosed by law, regulation or court order; provided, that in the event the Receiving Party is required by Law, regulation or court order to disclose any of Disclosing Party's Confidential Information, Receiving Party will promptly notify Disclosing Party in writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the option of the Disclosing Party's expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, destroy and confirm in writing the destruction it will furnish only that portion of the Confidential Information (this sub- clause being applicable only on the User)that is legally required.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Registry Agreement
Use of Confidential Information. 7.1 Each Party party, and their respective employees, officers, directors, representative, subsidiaries, affiliates, assigns, subcontractors and any and all persons or business entities acting under one or any of them (the "DISCLOSEE"), will treat in confidence and not disclose to others (i) the existence of this Agreement or any of the terms or provisions hereof or (ii) any confidential information of the other, which such Disclosee may have furnished to them by the other party hereto or by any third party, or which such Disclosees may have accessed in the performance of this Agreement, except to the extent that any such information is (1) acquired from a third party rightfully having such information and, to the knowledge of Disclosee, under no obligation not to disclose it to the Disclosees, (2) already lawfully in the Disclosee's possession, (3) required by law to be given access disclosed, or (4) developed by a Disclosee independently of any confidential information disclosed to Confidential Information such party by, or learned by such party from the other Party party (the matters described in order clauses (i) and (ii) are referred to perform herein as the "INFORMATION"). For purposes of this Agreement, subject to the exceptions set forth in the preceding sentence, information regarding a party's cost of materials, production, raw materials, labor and other costs, suppliers, customers and technology, whether or not labeled or described by such party as "confidential", will be considered "confidential information" and within the definition of "Information", in addition to any other information identified from time to time by such party as "confidential". All such Information shall be used by a Disclosee solely for the purpose of performing its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license not in any way directly or conveyance of any such rights indirectly detrimental to the Receiving Party is granted other party. If any Disclosee becomes legally compelled (by law, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand, or implied under this Agreement.
7.3 The Receiving Party shall:
(asimilar process) use the Confidential Information to disclose any of the Disclosing Party only for purposes Information, the Disclosee shall provide the other party with prompt prior written notice of complying with its obligations under this Agreement and, without limiting such requirement so the generality of the foregoing, shall not, directly other party may seek a protective order or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection other appropriate remedy and/or waive compliance with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration terms of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or. If such protective order or other remedy is not obtained, or at the option other party waives compliance with the provisions hereof, the Disclosee agrees to furnish only that portion of the Disclosing Party, destroy Information which it is advised by written opinion of counsel is legally required and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)to exercise best efforts to obtain assurance that confidential treatment will be accorded such Information.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Supply Agreement (Anchor Glass Container Corp /New)
Use of Confidential Information. 7.1 Each Party may be given access to (a) The receiving party shall:
(1) maintain all Confidential Information from of the disclosing party in strict confidence, taking steps to protect the disclosing party's Confidential Information substantially similar to those steps that the receiving party takes to protect its own Confidential Information, which shall not be less than a reasonable standard of care;
(2) not disclose any Confidential Information of the disclosing party to any person other Party in order than its Representatives whose access is necessary to enable it to exercise its rights or perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, Agreement and that the Disclosing Party shall remain the exclusive owner who are under obligations of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights confidentiality substantially similar to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:those in Section 11;
(a3) not use the or reproduce any Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or disclosing party for any purpose whatsoever (or in any manner which would benefit any competitor outside the scope of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e4) promptlyretain any and all confidential, upon termination internal, or expiration of this Agreement, return proprietary notices or legends that appear on the original and confirm in writing the return of all originals, copies, reproductions and summaries of on any reproductions.
(b) Confidential Information orof either party disclosed prior to execution of the Agreement will be subject to Section 11.
(c) The receiving party may disclose the disclosing party's Confidential Information to the extent required by law, regulation, court order, or regulatory agency, on the condition that the receiving party required to make such a disclosure uses reasonable efforts to give the disclosing party reasonable prior notice of such required disclosure (to the extent legally permitted) and provides reasonable assistance in contesting the required disclosure, at the option request and cost of the Disclosing Party, destroy disclosing party. The receiving party and confirm in writing the destruction its Representatives shall use commercially reasonable efforts to disclose only that portion of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein is legally requested to be disclosed and shall restrict in any manner the ability of either Party to use or disclose request that all Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyso disclosed is accorded confidential treatment.
Appears in 1 contract
Use of Confidential Information. 7.1 7.1. Each Party may be given access agrees to maintain in strict trust and confidence and shall not disclose to any Third Party any Confidential Information from of the other Party, and shall not use any such Confidential Information of the other Party for any purpose, either for itself or for a Third Party, other than as provided for in order this Agreement.
7.2. Each Party agrees that it will disclose the Confidential Information of the other Party only to perform such of its officers, employees and approved subcontractors (“Representatives”) who are directly concerned with performance of the work or exercise of rights granted hereunder, and only after such Representatives have been advised of the confidential nature of such information and are bound by obligations under of confidentiality with respect to such Confidential Information that are substantially similar to the terms of this Agreement. The Party that receives Confidential Information shall be known as having such obligations (the “Receiving Party”. The Party that discloses Confidential Information shall be known ) as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing other Party only shall be liable for purposes any failure of complying any of its Representatives to (i) maintain the confidentiality of such Confidential Information, or (ii) otherwise comply with its obligations under the terms of this Agreement and, without limiting to the generality same extent as the Receiving Party is obligated to do so.
7.3. The preceding obligations on a Party to maintain the Confidential Information of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose other Party in confidence and the limitation upon the right to use such Confidential Information or any part thereof shall not apply to any person or entity or for any purpose whatsoever specific Confidential Information to the extent such Party can demonstrate with competent evidence that: (or in any manner which would benefit any competitor of i) such Confidential Information disclosed by the other Party (the “Disclosing Party”) except as expressly permitted hereunder or unless and until expressly authorized to such Party pursuant to this Agreement was already in writing to do so Receiving Party’s possession at the time of disclosure by the Disclosing Party;
; or (bii) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all such Confidential Information. In Information is or becomes in the future public knowledge through no event shall such efforts be less than the degree of care and discretion as fault or omission by the Receiving Party; (iii) such Confidential Information is obtained by Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by from a Third Party with a legal right to disclose and not under a confidentiality obligation to the Disclosing Party; or prospective contractors to be engaged (iv) is independently developed by the Receiving Party in connection with the performance without use of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the any Confidential Information;
(c) not, without the prior written consent Information of the Disclosing Party, disclose or otherwise make available as demonstrated by the Disclosing Receiving Party’s Confidential Information or any part thereof independent written records contemporaneous with such development.
7.4. The preceding obligations to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need maintain in confidence and the limitations upon the right to know use the Confidential Information received pursuant hereto, shall terminate [*] years from termination or expiry of this Agreement.
7.5. SIEGFRIED agrees to use Raw Materials and Compound only for the purposes set forth herein;performance of Services and under the terms and conditions of this Agreement.
(d) not copy or reproduce in 7.6. Notwithstanding any manner whatsoever other provision of this Agreement, the Receiving Party may disclose specific Confidential Information of the Disclosing other Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that such disclosure: (i) is in response to a valid order of a court or other governmental body having jurisdiction or (ii) is otherwise required by applicable law or regulation, provided in either case that Receiving Party uses best efforts to limit the Confidential scope of the disclosure to that which is required, provides Disclosing Party with prior written notice of such requirement as soon as reasonably possible, and cooperates with Disclosing Party in seeking a protective order, confidential treatment, or similar remedy limiting the use and disclosure of any Information required to be disclosed.
7.7. Neither Party shall disclose to the other Party any confidential or portion thereof proprietary information that belongs to any Third Party unless the Disclosing Party first obtains the consent of such Third Party to such disclosure.
7.8. Notwithstanding the foregoing, either Party may disclose the text and terms of this Agreement in filings with the United States Securities and Exchange Commission or any other governmental body (U.S. and otherwise) to the extent such disclosure is required by Applicable Law, as well as in disclosures in confidence to its auditors and attorneys. In addition, METABOLEX may disclose the text and terms of this Agreement in confidence in disclosures to its investors, and strategic partners, and to potential investors, acquirors, and strategic partners. SIEGFRIED may disclose the text and terms of this Agreement (but not owned by that particular PartyPlans) in confidence in disclosures to its investors, and strategic partners, and to potential investors, acquirors, and strategic partners.
Appears in 1 contract
Samples: Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.)
Use of Confidential Information. 7.1 Each Party may be given access The Parties agree that they will not use or disclose (and they will cause their respective employees, agents, affiliates, representatives, advisors, attorneys, and consultants not to use or disclose) in any form or for any reason any of the Confidential Information from for any purpose that is not directly related to the Purpose described above. The Party receiving Confidential Information (“Recipient”) shall make use of the Confidential Information only for the Purpose and, except as provided below, shall not provide the Confidential Information to any other Party person without the express written consent of the party disclosing the Confidential Information (“Disclosing Party”). Recipient will notify each employee, agent, affiliate, representative, advisor, attorney, or consultant involved in order the business discussions or who may have any occasion to perform its obligations under view, handle, or obtain any of the Confidential Information, of the terms of this Agreement and shall require such person to enter into an agreement with terms similar to this Agreement. The Party Parties further agree that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof will only be provided by Recipient to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servantselected or appointed officials, employees, professional agents, affiliates, advisors, contractors attorneys, representatives, or prospective contractors who consultants with a need to know know. The Parties acknowledge that Riverside is a public entity subject to the California Public Records Act, and the Xxxxx X. Xxxxx Act; except to the extent permitted by law, the Parties may, without violating this Agreement, disclose matters that are made confidential by this Agreement to governmental officials or the public as required by any law, regulation, order, rule, ruling or other requirement of law (“Law”). Notwithstanding the foregoing, if any Recipient receives a request for Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Information, Recipient shall give Disclosing Party or prompt written notice at the address designated herein prior to any part thereof without the prior written consent of the disclosure in sufficient time to allow Disclosing Party, except where at its sole cost and expense, to seek a protective order or other appropriate remedy concerning such disclosure. Recipient will disclose only such information as it determines is legally required and will use commercially reasonable efforts to obtain confidential treatment for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of any Confidential Information orthat is so disclosed. Recipient is not required to seek or obtain a judicial determination establishing confidential treatment, or at the option of the but it will cooperated in any efforts to do so by Disclosing Party. The address and phone number for notification to Riverside is: City of Riverside, destroy Attention: Public Utilities General Manager, 0000 Xxxx Xx., Xxxxxxxxx, Xxxxxxxxxx 00000 and confirm in writing the destruction (000) 000-0000. The address and phone number for notification of the Confidential Information (this sub- clause being applicable only on the User).
7.4 ProvidedRespondent is: [Insert Respondent’s Contact Name, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoeverAddress, Phone, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyemail].
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.
7.2 ) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including Software), pricing, documentation or technical information provided by AUREX (or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of AUREX without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both AUREX and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Software License Agreement
Use of Confidential Information. 7.1 Each Party may be given access to The Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received divulged by (or on a confidential basis, and that behalf of) the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with and/or its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless Representatives will be received and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged treated by the Receiving Party and/or its Representatives as – (i) strictly confidential; (ii) in connection accordance with the performance Applicable Law; and (iii) as required under Regulation 36(4) of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the CIRP Regulations. The Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) and its Representatives shall not, without the prior written consent of the Disclosing PartyParty or as expressly permitted herein, disclose, disseminate, reproduce, quote, share with, refer to, use or make available to any other person, or use or permit others to disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directorsuse, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever other than for the sole purpose as described in Clause 2.2 below. Without prejudice to the above, the Receiving Party and its Representatives shall comply with all provisions of law applicable to confidential information. Notwithstanding the provisions of Clause 2.1 above, the Receiving Party may disclose the Confidential Information received under this Agreement to its Representatives (as defined in Clause 1.4 above) in accordance with Applicable Laws in relation to confidentiality and on a strict "need-to-know" basis, and solely for the purpose of enabling assessment and evaluation of the Transaction (“Purpose”). The Receiving Party and its Representatives shall exercise the same standard of care in respect of the security and safekeeping of the Confidential Information disclosed hereunder as the Receiving Party and its Representatives exercise in respect of their own confidential information. The Receiving Party understands and acknowledges that pursuant to the order of the NCLT dated 25 September 2020 (order delivered on 03 October 2020) the NCLT had commenced the CIRP of the Company and vide order dated 15 October 2020 appointed Xx. Xxxxxxxx Xxx Gang as the interim resolution professional who was subsequently appointed as the resolution professional by the committee of creditors. None of the Disclosing Party nor the RP makes any representation or warranty or inducement, expressed or implied, now or in the future, as to the accuracy, correctness, completeness, fairness or relevance of the Confidential Information. Neither the Receiving Party nor any of its Representatives shall be entitled to rely on the accuracy, correctness, completeness, fairness or relevance of the Confidential Information, whether for the purpose of formulation of the Transaction and/or otherwise in relation to the Company. Further, none of the Disclosing Party nor the RP shall, now or in future, have any liability to the Receiving Party or any part thereof other person resulting from Receiving Party’s or its Representative’s use of the Confidential Information. Receiving Party shall indemnify and hold harmless the Disclosing Party against all direct losses, damages and liabilities including but not limited to all legal fees and expenses on a solicitor and client basis arising from or connected with any unauthorized disclosure, use or misuse of the Confidential Information whether by itself or its Representatives. The Receiving Party further agrees and undertakes, at its sole cost and expense, to take any and all reasonable measures (including but not limited to court proceedings) to restrain any person to whom it has disclosed Confidential Information, directly or indirectly, from disclosing or using the Confidential Information in violation of this Agreement. The Receiving Party acknowledges that it shall be responsible for any breach of this Agreement by the Receiving Party and/or any of its Representatives, employees or employees of its Representatives. The Receiving Party shall not, without the prior written consent of the Disclosing Party, except where required engage any advisor, whether professional, legal or otherwise, who are already engaged by the Disclosing Party in relation to the corporate insolvency resolution process of the Company. If the Receiving Party decides to not proceed with the Transaction, it will promptly notify the RP in writing of that decision. The Receiving Party shall immediately, upon the earlier of (a) the conclusion of the Transaction; or (b) termination of this Agreement as per Clause 12 below; or (c) a notification by the Disclosing Party, for any reason or for no reason, surrender and return to the relevant Disclosing Party, all Confidential Information in its own internal use possession, or destroy the same in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option directives of the Disclosing Party, destroy and confirm . The Receiving Party shall not publish any news release or make any announcements or denial or confirmation in writing any medium concerning this Agreement in any manner nor advertise or publish the destruction same in any medium. The Receiving Party shall promptly notify the Disclosing Party of any Confidential Information which has been lost or disclosed or used by any unauthorized third party provided that such notification shall not relieve the Receiving Party from any liability arising from its breach of this Agreement. The Receiving Party shall protect any intellectual property of ML which it may have access to which is provided or made available to by the Disclosing Party. The Receiving Party shall not utilize the Confidential Information (this sub- clause being applicable only on to avail any undue gain or undue loss to itself or any other person and shall comply with the User).
7.4 Provided, however that nothing herein shall restrict in any manner provisions of Section 29(2) of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, IBC and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyrules and regulations prescribed thereunder.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including offering), pricing, documentation or technical information provided by QVine (or its agents), performance information relating to the offering, and the terms of this Agreement shall be deemed Confidential Information of QVine without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both QVine and Customer will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:
7.2 (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known party (as “Receiving Party”. The Party ) agrees that discloses Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”.
7.2 ) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, pricing, documentation or technical information provided by Next Limit (or its agents), performance information relating to BEGRAPH, and the terms and conditions of this Agreement shall be deemed Confidential Information of Next Limit without any marking or further designation. Customer Data shall be deemed your Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both Next Limit and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on could cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and that therefore upon any such disclosure by the Receiving Party the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Subscription Agreement
Use of Confidential Information. 7.1 Each Confidential Information is, will be and will remain, as between the Parties, the property of the Party may disclosing the Confidential Information (the “Disclosing Party”). The Party receiving the Confidential Information (the “Receiving Party”) will keep all Confidential Information strictly confidential and use Confidential Information only as permitted by this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own most valuable confidential and proprietary information, but in no event less than a reasonable standard of care requiring Receiving Party’s compliance with this Agreement. Receiving Party will use Confidential Information solely for performing its obligations hereunder or, in the case of Xxxxxxxx, exercising its rights hereunder. Receiving Party will not do any of the following: (i) encumber, transfer or license Confidential Information, except as permitted under this Agreement, (ii) disclose Confidential Information to any Person except as permitted under this Agreement, or (iii) permit Confidential Information to be given used to Disclosing Party’s detriment. Receiving Party will disclose or permit access to Confidential Information from the other Party only by its employees and representatives who need to use it in order to perform the obligations of Receiving Party hereunder or, in the case of Customer, by its obligations under this AgreementAffiliates and their employees and representatives for the purpose of exercising its rights hereunder. The Receiving Party that receives will be strictly liable for any unauthorized disclosure or use of Confidential Information shall be known as “Receiving Party”by any Person to whom it discloses such information. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The does not include information that is publicly available, that Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance obtains from independent sources free of any such rights to the obligation, other than through improper disclosure, or that Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information develops independently of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, and without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect reference to the Confidential Information;
(c) not. If Receiving Party is required by Law to disclose any Confidential Information, without the it will, upon learning of that requirement and prior written consent of the to making any disclosure, notify Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or Party and reasonably cooperate with any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of effort by the Disclosing Party or, in the case of Customer, any Customer Affiliate to obtain a protective order or any part thereof without the prior written consent of the Disclosing Partyother remedy. FCS represents, except where required for warrants and covenants that it will only disclose its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, to Customer to the extent necessary to perform the Services or at the option of the Disclosing Party, destroy to respond to Customer’s request for information and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party then only to the minimal extent that the Confidential Information or portion thereof is not owned by that particular Partyrequired therefor.
Appears in 1 contract
Samples: Master Services Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use The Parties acknowledge that during the course of the relationship under this Agreement and all subsequent applicable SOWs and Schedules (e.g., an applicable Schedule A – Order Form), the Parties may receive, have access to, and create documents, records, and information of confidential and proprietary nature to the Parties, their customers, clients, and Affiliates, including but not limited to, the names and addresses of customers, clients, and prospective customers or clients, business mix information and information related to profit and profit margins, price lists, contract prices for the Parties’ services, business plans and prospects, ledgers and general information, mailing lists, accounts receivable and payable ledgers, financial and other records, training and operational manuals, information concerning the Parties’ general financial positions and securities and other investments, research, policies, plans and systems, and other similar matters (all such information being hereinafter referred to as “Confidential Information”), all of which would not be readily available to the Parties except for the relationship governed by this Agreement and subsequent applicable SOWs and Schedules. The receiving Party will protect all Confidential Information of the Disclosing disclosing Party only for purposes as strictly confidential to the same extent it protects its own Confidential Information, and with not less than a commercially-reasonable standard of complying with its obligations under this Agreement and, without limiting the generality care. The receiving Party will not disclose any Confidential Information of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof disclosing Party to any person or entity other than its personnel, representatives, or for Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in this Section 11 herein. Customer will not disclose the Agreement or the pricing to any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;third party.
(b) use reasonable efforts Confidential Information of either Party disclosed prior to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance execution of the Services shall Agreement will be required subject to assume obligations this Section 11.
(c) In the event of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect legal proceedings relating to the Confidential Information;
, the receiving Party will cooperate with the disclosing Party and comply with applicable law (call at disclosing Party’s expense) not, without the prior written consent with respect to handling of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;Information.
(d) not copy Upon discovery of any unauthorized possession, use, or reproduce in knowledge of any manner whatsoever of the Confidential Information, the receiving Party shall immediately notify the disclosing Party of the same and shall cooperate with the disclosing Party to regain possession or prevent further unauthorized use of the Confidential Information. If such unauthorized possession or use of the Confidential Information is the result of the Disclosing negligence of the receiving Party or of any part thereof without breach by the prior written consent receiving Party of the Disclosing terms of this Agreement, the receiving Party, except where required for at its own internal expense, shall take all reasonable actions, including if likely to be effective, court proceedings, to recover possession of, or (as the case may be) to prevent further unauthorized use in accordance with this Agreement; andor disclosure of the Confidential Information.
(e) promptlyUpon demand, upon termination or expiration of this Agreementeach Party shall return to the other Party any originals, return and confirm in writing the return of all originalsduplicates, copies, reproductions reproductions, and summaries of Confidential Information orreceived from the other Party.
(f) All Confidential Information is and shall remain the property of the disclosing Party. By disclosing such information, each Party does not grant to the other Party any express or implied right to any of its patents, copyrights, trademarks, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)secret information.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Software as a Service Master License Agreement and Master Service Agreement
Use of Confidential Information. 7.1 Each Party may be given access agrees not to disclose any other Party’s Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing other Party or use any such information other than in connection with the exercise of its rights or the performance of its obligations under this Agreement (including in connection with any legal proceeding or dispute under this Agreement). Subject to all applicable state and federal regulatory requirements, each Party agrees that the other Party may disclose any Confidential Information to its (and its Affiliates’) officers, directors, employees, counsel, engineers, consultants, representatives and to such other persons or entities as may be necessary to exercise its rights or perform its obligations under this Agreement (including in connection with any legal proceeding or dispute under this Agreement); provided, that it is responsible for requiring all such Persons to comply with the terms of this Section VII and shall be liable for any breach thereof by such Persons. Notwithstanding any provision to the contrary contained in this Section VII, a Party that receives Confidential Information from another Party may disclose such Confidential Information if it can substantiate that such Confidential Information:
1. was in the possession of the receiving Party at the time it was initially furnished, without a breach of this Section VII;
2. is or becomes part of the public domain without a breach of this Section VII by the receiving Party;
3. is received from a third party who is, to the knowledge of the receiving Party, disclose under no limitation or otherwise make available restriction regarding disclosure;
4. is independently developed by or for the Disclosing receiving Party and not obtained or derived, in whole or in part, from Confidential Information received from the disclosing Party; or
5. is required to be disclosed pursuant to Applicable Law or at the request or direction of a Governmental Authority; provided, that the receiving Party provides prompt notice thereof to the disclosing Party, and takes reasonable steps to seek confidential treatment of the disclosing Party’s Confidential Information or any part thereof subject to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information available procedures for the purposes set forth hereinmaintaining confidentiality;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Regional Equipment Sharing Agreement
Use of Confidential Information. 7.1 Each Party may be given access to party will limit the use of the other's Confidential Information from to only the other Party in order information required to administer the Plan, to perform its obligations under this Agreement, or as otherwise permitted under this Agreement. The Party that receives Neither party will disclose the other's Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity other than to the receiving party's employees, subcontractors, or for authorized agents needing access to such information to administer the Plan, to perform under this Agreement, or as otherwise permitted under this Agreement. Notwithstanding the foregoing, UMR’s Rate Information cannot be disclosed to Customer or to any purpose whatsoever third party without UMR’s express written consent and, if required by UMR, a mutually agreed upon confidentiality agreement. Customer may not sell, license or grant any other rights to Confidential Information."
(or in any manner which would benefit any competitor of the Disclosing Party1) except as expressly permitted hereunder or unless and until expressly authorized in writing The information requested must relate to do so by the Disclosing PartyUMR’s services under this Agreement;
(b2) use The Customer must give UMR reasonable efforts to treat, advance notice and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance an explanation of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the need for UMR’s Confidential Information;
(c3) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof It must be legally permissible for UMR to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth hereinrelease such information;
(d4) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal The release and use in accordance must be consistent with this AgreementUMR’s provider contractual obligations; and
(e5) promptlyThe release and use must be consistent with UMR’s data use and release policies. Such use is subject to the terms of this Agreement and as required by UMR, a mutually agreed upon confidentiality agreement. If Customer is subject to a Freedom of Information Act (FOIA) request and the request includes UMR’s Confidential Information, Customer will contact UMR prior to releasing any information and give UMR the opportunity to review, respond, and/or object to the FOIA request. UMR also will provide reasonable access to information to an entity providing Plan administrative services to Customer, such as a consultant or vendor, if Customer requests it. Such access is subject to the conditions in this Section. Before UMR provides Confidential Information to that entity, the parties must sign a mutually agreed-upon confidentiality agreement, and the parties must agree as to what information is minimally necessary to accomplish the Plan administrative service. UMR will provide information only while this Agreement is in effect and for a period of six (6) months after the Agreement terminates, unless Customer demonstrates that the information is in response to a subpoena, legal process, or other release of information required by applicable law. Customer is responsible for entering into any and all legally required agreements with consultant or vendor to ensure protection of the PHI, including but not limited to, a Business Associate Agreement, as defined under the Health Insurance Portability and Accountability Act and its implementing regulations, as amended from time to time. This provision shall survive the termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Administrative Services Agreement
Use of Confidential Information. 7.1 Each Party may be given access For the term of this Agreement, and surviving expiration or termination of this Agreement for up to three years after disclosure of the Confidential Information, the party receiving Confidential Information (the “receiving party”) from the other Party in order party (the “disclosing party”) will use it solely to perform the rights and obligations provided under this Agreement, and not for any other purpose without the disclosing party’s prior written consent. Subject to Section 7.2 (Exceptions), the receiving party will not disclose to any third party any of the disclosing party’s Confidential Information. The receiving party will use at least the same degree of care in handling the disclosing party’s Confidential Information as it uses to protect its obligations own Confidential Information, but no less than reasonable care. The receiving party will notify disclosing party immediately on becoming aware of any unauthorized use or release of the disclosing party’s Confidential Information. The receiving party may disclose the disclosing party’s Confidential Information to those of its Affiliates, directors, advisors, employees, or contractors (collectively, “Representatives”) who have a need to know such Confidential Information to perform under or in relation to this Agreement, but only if such Representatives are subject to a binding, written agreement no less protective of disclosing party than the confidentiality terms of this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that receiving party will, at the Confidential Information is received disclosing party’s request or on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orand other tangible materials and devices provided to receiving party as Confidential Information, or at the option of the Disclosing Partydisclosing party’s option, destroy and confirm in writing the certify destruction of the Confidential Information same (although nothing in this sub- clause being applicable only on the Usersentence may be construed to require either party to purge copies automatically archived in backup media that are not readily accessible for further use or review).
7.4 Provided, however that nothing herein shall . Nothing under this Agreement or trade secret Law may be construed to restrict in or limit ThoughtSpot’s right to perform (or assign any manner the ability of either Party personnel to perform) Professional Services for any other party or to use or disclose Confidential Information owned by it any information incidentally retained in any manner whatsoever, and the obligations unaided memories of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyits personnel providing Professional Services.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party The Confidential Information of the disclosing party may be given access used by the receiving party only for the performance or use of the Services that Service Provider is providing to Company pursuant to this Agreement and any other use is strictly prohibited. Further, Confidential Information from may only be disclosed to those employees, subcontractors or agents of the other Party receiving party who have a need to know about the Confidential Information in order to perform its obligations under or use Services pursuant to this Agreement. The Party Company acknowledges that receives it is a competitor of the Service Provider and agrees that it will not provide any Confidential Information shall be known as “Receiving Party”. The Party to any person in the Company's organization that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that does not need to know the Confidential Information is received on a confidential basisin order to use the Services, and including, without limitation, any marketing, sales or proposal management persons. Further, Company agrees that the Disclosing Party shall remain the exclusive owner of its employees, subcontractors and agents that have a need to know such Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of in order to use the Service shall not in any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) way use the Confidential Information in order to improve the data processing services that the Company offers to third-parties (other than the Customers defined hereunder) so that it may improve its ability to directly compete with the Service Provider. Except and to the extent set forth in Section 11.3, the receiving party agrees that it will not disclose Confidential Information of the Disclosing Party only for purposes of complying with its obligations under other party to any other person, entity, or the public other than employees, subcontractors or agents that have a need to know about the Confidential Information in order to perform or use Services pursuant to this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Partydisclosing party. However, disclose or otherwise make available the Disclosing Party’s such Confidential Information may be disclosed by the receiving party without the necessity of prior written consent, to the receiving party's subcontractors or any part thereof consultants who require access to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the such Confidential Information for to perform or use the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of Services under this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the provided such persons have entered into written agreements which contain obligations of confidentiality herein nondisclosure and nonuse no less restrictive than set forth in this Section. It is agreed that such written agreements shall apply to each Party only to be enforceable by the extent that the Confidential Information or portion thereof is not owned by that particular Partydisclosing party.
Appears in 1 contract
Use of Confidential Information. 7.1 Each During the Term of this Agreement, a Disclosing Party may be given access required (or elect) to disclose Confidential Information from to the other Receiving Party. Each party’s use and disclosure of the Confidential Information shall be subject to the following terms and conditions:
5.1.1 The Receiving Party in order shall treat as strictly confidential, and use all reasonable efforts to perform preserve the secrecy and confidentiality of, all Confidential Information, including implementing reasonable physical security measures and operating procedures.
5.1.2 The Receiving Party agrees that it will use any Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”Agreement and for no other purposes whatsoever.
7.2 5.1.3 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance make no disclosures whatsoever of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes to others; provided, however, that if the Receiving Party is a corporation, partnership, or other organization, disclosure is permitted to the Receiving Party’s officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the Receiving Party shall advise such personnel of complying with its obligations under the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement andAgreement.
5.1.4 The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information.
5.1.5 The Receiving Party agrees not to prepare, without limiting or claim any rights to, any derivative works based on the generality of Confidential Information.
5.1.6 Notwithstanding the foregoing, shall this Subsection 5.1 imposes no obligation upon the parties with respect to information that (a) is disclosed to a third party with the Disclosing Party’s prior written approval; or (b) is or has entered the public domain through no fault of the Receiving Party; or (c) is known by the Receiving Party prior to the time of disclosure (as shown by documentary records to that effect); or (d) is independently developed by the Receiving Party without use of, or reference to, the Confidential Information; or (e) is made generally available by the Disclosing Party without restriction on disclosure; (f) Receiving Party receives in good faith from a third party who is not, directly or indirectly, deal with, use, exploit under an obligation of confidentiality to Disclosing Party with respect to same; or disclose such Confidential Information or any part thereof (g) is provided to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor the United States Department of Commerce upon written request.
5.1.7 In the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged is required by law, regulation or prospective contractors court order to be engaged by the disclose any Confidential Information, Receiving Party will promptly notify Disclosing Party in connection with writing prior to making any such disclosure in order to facilitate Disclosing Party seeking a protective order or other appropriate remedy from the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) notproper authority, without the prior written consent of the Disclosing Party, disclose or otherwise make available at the Disclosing Party’s expense. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or other remedy. Receiving Party further agrees that if Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information or any part thereof to any party other than those Information, it will furnish only that portion of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for which is legally required.
5.1.8 The Receiving Party’s duties under this Subsection 5.1 shall expire five (5) years after the purposes set forth herein;
(d) not copy expiration or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option earlier upon written agreement of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)parties.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Registrar Agreement
Use of Confidential Information. 7.1 3.14.1 Each Party may be given access to shall hold the other Party’s Confidential Information from in strict confidence and shall not disclose Confidential Information to any Person, except where disclosure is necessary: (i) for the operation of the Whale Tail Project; (ii) for the implementation of this Agreement; (iii) in the course of legal proceedings or Dispute Resolution; (iv) in connection with the sale of the Whale Tail Project, AEM or any of its Affiliates; or (v) to an Authorized Representative of a Party if such Authorized Representative has a need to know the Confidential Information.
3.14.2 Each Party shall ensure that its Authorized Representatives and Affiliates which receive Confidential Information observe and perform the provisions set out in section 3.14.1 and agrees to be solely responsible for compliance with such provisions by those of its Authorized Representatives and Affiliates to which any Confidential Information is disclosed. As between the Parties, each Party agrees to be solely liable for any breach of the provisions of section 3.14.1 by any such Authorized Representative or Affiliate as if it had itself committed such breach.
3.14.3 If a Party or its Authorized Representatives or Affiliates become legally compelled to disclose any Confidential Information contrary to this Agreement, the disclosing Party shall provide the other Party with prompt notice so that the other Party may seek a protective order or other appropriate remedy at law or in order to perform its obligations under equity and/or waive compliance with the provisions of this Agreement. The If such protective order or other remedy is not obtained by the other Party, the disclosing Party shall only disclose or, as applicable, ensure that receives Confidential Information shall be known as “Receiving Party”. The Party its Authorized Representatives or Affiliates only disclose, that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that portion of the Confidential Information which it is received on a confidential basis, legally required to disclose and shall use its Best Efforts to obtain reliable assurance that the Disclosing Party shall remain the exclusive owner of its such Confidential Information and will receive confidential treatment in accordance with the spirit of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving 3.14.4 Each Party shall:
(a) use the agrees that Confidential Information may be proprietary and confidential and that the other Party may be irreparably damaged if any of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed provisions contained in this Agreement with respect to Confidential Information are not performed by the Confidential Information;
(c) not, without the prior written consent of the Disclosing disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information its Affiliates or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use Authorized Representatives in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided3.14.5 In addition to any other applicable remedies, however that nothing herein shall restrict in any manner the ability of either other Party to use or disclose Confidential Information owned by it in any manner whatsoevershall, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.notwithstanding section
Appears in 1 contract
Samples: Impact & Benefit Agreement
Use of Confidential Information. 7.1 Each Except as specifically provided in this Agreement, each Party may be given access to shall treat as confidential all Confidential Information from (as defined below) of the other Party in order to perform its obligations Party, shall not use such Confidential Information except as contemplated under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing neither Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treatthird-party. However, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof may be disclosed to any party other than those of its directors, officers, agentsmanagers, servantsmembers, partners, employees, professional attorneys, accountants, financial advisors, contractors or prospective contractors who representatives (collectively, “Representatives”) of the receiving Party, but only if such Representatives need to know the Confidential Information for in order to assist such Party in performing under or complying with this Agreement, each such Representative has an obligation of confidentiality to such receiving Party no less restrictive than the purposes set forth herein;
(d) not copy or reproduce terms of this Agreement and, in any manner whatsoever event, the receiving Party shall be responsible for any breach of this Agreement by its Representatives. The foregoing notwithstanding, this Agreement will not prohibit the receiving Party from compliance with information requests of a legally compulsory nature, such as subpoenas or court orders, provided that the receiving Party provides the disclosing Party with notice of receipt of such information requests so that the disclosing Party may seek legal protection of said Confidential Information. The Parties’ obligations under this paragraph shall terminate one (1) year from the latter of the termination date of this Agreement or the date upon which such Confidential Information of the Disclosing Party was returned or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use destroyed in accordance with this AgreementSection 6.4; and
(e) promptlyprovided, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of however obligations with respect to Confidential Information or, constituting trade secrets and information which is required to be kept confidential under applicable laws or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information governmental regulations (this sub- clause being applicable only on the User)e.g. without limitation information privacy or data protection laws) shall not expire.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Master Services Agreement
Use of Confidential Information. 7.1 Each Party may be given access agrees not to use any Confidential Information from disclosed to it by the other Party for its own use or for any purpose other than to carry out discussions concerning, or the undertaking of, the Relationship. Each Party will restrict the possession, knowledge, development, and use of Confidential Information to its (and, with respect to Plantricious or FIG as a Receiving Party) employees, agents, contractors, subcontractors, consultants, and entities that it controls or that control it (collectively, “Personnel”) who have a need to know Confidential Information in order connection with the purposes stated herein. Personnel will have access only to perform the Confidential Information they need for such purposes. Each Party will ensure that its obligations under Personnel comply with this Agreement and will promptly notify the other Party of any breach of this Agreement. The Each Party agrees that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that it will take all reasonable measures to protect the Confidential Information is received on a confidential basis, secrecy of and that the Disclosing Party shall remain the exclusive owner avoid disclosure or use of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing other Party only for purposes to prevent it from falling into the public domain or the possession of complying with its obligations persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, those measures that Receiving Party uses to protect its own Confidential Information, which shall be no less than reasonable care. Each Party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of Disclosing Party. Company acknowledges that Plantricious has an ongoing duty to inform the public about chemicals used in consumer products that raise a public health and environmental concern and, without limiting the generality of the foregoingaccordingly, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential that any Ingredient Labeling Information or any part thereof to any person or entity or for any purpose whatsoever (or products submitted for inclusion in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential InformationPlantricious and/or FIG’s database(s). In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect Notwithstanding anything to the Confidential Information;
(c) notcontrary, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing PartyCompany’s Confidential Information or any part thereof to any party other than those that does not consist of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Ingredient and Labeling Information (such as Confidential Information for relating to the purposes set forth herein;
(dCompany’s finances or manufacturing processes) not copy or reproduce in any manner whatsoever shall be governed by the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration confidentiality restrictions and other provisions of this Agreement. In fact, return Company acknowledges and confirm in writing the return agrees that any and all recipes and/or products of all originalsCompany that are being considered for and/or have been deemed certified by Plantricious and/or verified by FIG may be disclosed publicly, copiesincluding, reproductions but not limited to, posting such products and summaries of Confidential Information ortheir information on FIG’s app, or at the option posting recipes or ingredients on Plantricious Pinterest boards, social media, and/or website upon mutual agreement of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)Parties.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party All Confidential Information furnished by the Special Master to the Prospective Buyer is confidential and proprietary in nature and shall continue to be the exclusive property of the Special Master, as between the Special Master and the Prospective Buyer. Prospective Buyer acknowledges and agrees to use the Confidential Information solely for the purpose of evaluating the Proposed Transaction and not to use the Confidential Information in any other manner or for any other purpose. Such information will be kept strictly confidential by Prospective Buyer, except that the Confidential Information or portions may be given access disclosed to Confidential Information from those Representatives of Prospective Buyer who need to know such information for the other Party in order purpose of evaluating the Proposed Transaction, provided such Representatives agree to perform its obligations under be bound by the terms and conditions of this Agreement. The Party that receives disclosure by the Special Master shall be solely at the Special Master’s absolute discretion and this Agreement shall not require the Special Master to disclose any Confidential Information hereunder. Nothing in this Agreement shall be known construed or interpreted as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that granting to the Prospective Buyer any right or license to use any trademark, patent, copyright, or other intellectual property right included in the Confidential Information is received on a confidential basisfurnished to the Prospective Buyer. Upon receipt of any Confidential Information, the Prospective Buyer agrees that:
a. it shall hold, and that the Disclosing Party shall remain the exclusive owner of must cause its Representatives to hold, such Confidential Information in strictest confidence and of Intellectual Property rights contained therein. No license or conveyance of any shall protect such rights to Confidential Information in the Receiving Party is granted or implied under this Agreement.same manner in which it protects its own Confidential Information (but in no event shall the Prospective Buyer exercise less than reasonable care in protecting such Confidential Information);
7.3 The Receiving Party shall:
(a) b. it shall use the Confidential Information only to determine the feasibility, desirability and structure of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, Proposed Transaction;
c. it shall not, directly or indirectly, deal with, use, exploit or disclose limit access to such Confidential Information or any part thereof solely to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing its Representatives who need to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall know such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party information in connection with evaluating or maintaining
d. if the performance Prospective Buyer or any of its Representatives are requested or required in any legal or governmental proceeding (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any Confidential Information of the Services Special Master, the Prospective Buyer must (i) immediately notify the Special Master in writing of the existence, terms and circumstances surrounding such event, and (ii) consult and cooperate with the Special Master so that the Special Master may seek (at its sole cost) an appropriate protective order and/or waive compliance with the provisions of this Agreement. If in the absence of a protective order or the receipt of a waiver hereunder, the Prospective Buyer or any of its Representatives are nonetheless legally required to disclose the Confidential Information to any court, governmental agency or tribunal, or else stand liable for contempt or suffer other censure or penalty, the Prospective Buyer or its Representative, as the case may be, may disclose the Confidential Information to the minimum extent so required to such court, governmental agency or tribunal without liability hereunder. This Section 2.d shall not apply to disclosures required by the Court;
e. if the Parties do not proceed with the Proposed Transaction, or at any time sooner upon the written demand of the Special Master, the Prospective Buyer and its Representatives must return or destroy all Confidential Information (including, without limitation, extracts and summaries thereof) of the Special Master in their possession or control (including any copies thereof) and must delete all Confidential Information of the Special Master from its computer and other data storage systems; provided that a single copy of each such item so returned or destroyed may be retained in the files of the Prospective Buyer’s legal counsel for the sole purpose of resolving any disputes that may arise under this Agreement; and
f. other than as may be required to assume obligations of secrecy equal to or greater than by the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) notCourt, without the prior written consent of the Disclosing other Party, each Party will not, and will direct its Representatives to not, disclose to any Person either the fact that any discussions or otherwise make available negotiations are taking place concerning the Disclosing Party’s Proposed Transaction or that any Confidential Information has been requested or received, or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party terms, conditions or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance other facts with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only respect to the extent that Proposed Transaction, including the Confidential Information status thereof. The term “Person” as used throughout the Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or portion thereof is not owned by that particular Partyother entity or individual.
Appears in 1 contract
Samples: Confidentiality Agreement
Use of Confidential Information. 7.1 Each Except as set forth above, each Party may be given agrees that it will provide or permit access to Confidential Information from of the other Party in order only to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information receiving Party’s attorneys, independent accountants, and financial advisors for the sole purpose of enabling such attorneys, independent accountants, and financial advisors to provide advice to the Disclosing Party only for purposes receiving Party, (b) the receiving Party’s Affiliates, directors, officers, employees, consultants, advisors, and actual and bona fide potential collaborators or acquirors (as may be necessary in connection with their evaluation of complying with its obligations such actual or bona fide potential collaboration or acquisition), subcontractors, sublicensees, subdistributors, ethics committees and institutional review boards under this Agreement andand each of their respective directors, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors consultants and contractors advisors, and prospective contractors (c) with respect to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion BMS as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors receiving Party, to be engaged by the Receiving Party Third Parties in connection with the performance exercises of the Services shall be licenses granted to BMS hereunder, in each case ((a) through (c)), who have a need to know such Confidential Information to assist the receiving Party with the activities contemplated or required of it by this Agreement; provided that in each case, (i) the Person to assume whom Confidential Information is being disclosed is subject to obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and nonuse of the receiving Party pursuant to this Section 12.1 (Confidential Information;
) and (cii) notthe disclosing Party will remain responsible for any failure by such Person to whom Confidential Information is being disclosed to treat such Confidential Information as required under this Section 12.1 (Confidential Information). In addition, without each Party may disclose the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing other Party’s Confidential Information to the extent such disclosure is reasonably necessary for: (a) filing or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce prosecuting Patents in any a manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance consistent with this Agreement; and
or (eb) promptly, upon termination or expiration of filing and submitting any Regulatory Materials in a manner consistent with this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: License, Development and Commercialization Agreement (Immatics N.V.)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 (a) The Receiving Party acknowledges that the agrees to keep in strictest confidence and not disclose or make available to any third party any Confidential Information is received on a confidential basis, and that disclosed to it by the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained thereinParty. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) agrees to only use the Confidential Information of the Disclosing Party only for purposes of complying evaluating a potential business relationship between the Parties.
(b) Confidential Information may be disclosed only to those employees, attorneys, professional advisors, financing sources or other representatives of the Receiving Party (collectively, the “Representatives”) who (i) reasonably require access to such information for the Purpose and (ii) have been informed of the confidential nature of the Confidential Information and agree to comply with its obligations under the requirements of this Agreement and, without limiting the generality of Agreement.
(c) Notwithstanding the foregoing, nothing herein shall not, directly limit the disclosure or indirectly, deal with, use, exploit or disclose such use of Confidential Information or any part thereof to any person or entity or for any purpose whatsoever which:
(or i) is legally in any manner which would benefit any competitor the possession of the Disclosing Party) except as expressly permitted hereunder Receiving Party or unless and until expressly authorized in writing its employees prior to do so by receipt thereof from the Disclosing Party;
(bii) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In enters the public domain through no event shall such efforts be less than the degree fault of care and discretion as the Receiving Party exercises in protecting or its own valuable confidential information. Any contractors engaged Representatives;
(iii) is disclosed to the Receiving Party without restriction or breach of any duty of confidentiality by or prospective contractors a third party who had the right to be engaged make such disclosure; or
(iv) is lawfully developed by the Receiving Party in connection with the performance independently of the Services Disclosing Party and without use of the Confidential Information.
(d) If the Receiving Party or a Representative of the Receiving Party is required by law, legal process, government agency or national securities exchange, to disclose any Confidential Information owned by the Disclosing Party, the Receiving Party shall provide prompt notice of such required disclosure to the Disclosing Party so that legal protection for the Confidential Information may be sought. The Parties will cooperate with each other in seeking such legal protection. If, in the absence of a protective order, the Receiving Party is, in the opinion of its counsel, compelled to disclose the Confidential Information, such party or its Representative, as the case may be, may disclose such Confidential Information to the extent compelled to do so without liability hereunder.
(e) All Confidential Information and any other copies or derivatives thereof in whatever form shall be required either returned to assume obligations the Disclosing Party or destroyed by the Receiving Party upon the written request of secrecy equal to or greater than the obligations Disclosing Party; provided, that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
may retain (ci) notone physical copy of such materials solely for archival, without the prior written consent of the Disclosing Partylegal, disclose compliance or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the regulatory purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Use of Confidential Information. 7.1 Each Party may be given access to a) Except as expressly permitted or required in carrying out this Agreement, the receiving party of any Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives disclosed by a disclosing party shall not use such Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity third party, either during the term of this Agreement or for any purpose whatsoever three (or in any manner which would benefit any competitor of the Disclosing Party3) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) notyears thereafter, without the prior written consent of the Disclosing Party, disclose or otherwise make available disclosing party. The receiving party shall use the Disclosing Partydisclosing party’s Confidential Information or any part thereof only to any perform its obligations under this Agreement and to the extent permitted in the licenses granted in this Agreement. The receiving party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the shall protect such Confidential Information for with the purposes set forth herein;same degree of care used to protect its own proprietary information of like importance, but with no less than a reasonable degree of care.
(db) not copy or reproduce Nothing in any manner whatsoever the this Agreement shall prohibit either party from disclosing Confidential Information of the Disclosing Party other party if legally required to do so by judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding, or as otherwise required by law (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure, (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect to it and (iii) in any part thereof event only disclose the exact Confidential Information, or portion thereof, specifically requested or required by the Required Disclosure.
c) The specific terms of this Agreement shall not be disclosed by either party to any third party without the prior written consent approval of the Disclosing Partyother party except (i) as may be required by law or by any competent government authority or (ii) such limited disclosures as may be reasonably necessary to either party’s bankers, except where required for its own internal use investors or potential investors, attorneys and accountants. Except in accordance with regard to disclosures about the terms or this Agreement; and
(e) promptly, upon termination Agreement or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option relationship of the Disclosing Partyparties, destroy and confirm any such disclosure shall be subject to confidentiality terms no less restrictive than those contained in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, Section 5 and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular PartyAgreement.
Appears in 1 contract
Samples: Source Code License and Services Agreement (WPT Enterprises Inc)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use Except as set out in this clause 8, for the period that Confidential Information is to remain confidential as set out in item 11 of the Details Schedule, each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause 8, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, return and confirm if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in writing breach of this clause 8 if the return party is required to disclose the information to a Minister or a House or Committee of all originalsParliament.
(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, copies, reproductions and summaries of Confidential Information or, where received or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however created under that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.other agreement.
Appears in 1 contract
Samples: Equipment Licence Agreement
Use of Confidential Information. 7.1 Each A Party may be given access to receiving Confidential Information (the “Receiving Party”) from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as (the “Disclosing Party”.
7.2 The Receiving Party acknowledges that the ) shall keep all such Confidential Information is received on with the same degree of care it maintains the confidentiality of its own confidential information, but in no event less than a confidential basisreasonable degree of care. Neither Party shall use such Confidential Information for any purpose other than in performance of this Agreement, and that shall not disclose the Disclosing same to any Person other than to its Affiliates and such of its and their employees or agents who have a need to know such Confidential Information to implement the terms of this Agreement, and who are subject to a nondisclosure obligation comparable in scope to this Article 9. Each Party shall remain the exclusive owner of its advise any employee or agent who receives such Confidential Information of the confidential nature thereof and of Intellectual Property rights the obligations contained thereinin this Agreement relating thereto, and such Party shall ensure that all such employees and agents comply with such obligations as if they had been a Party hereto. No license or conveyance Upon termination of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving , each Party shall:
(a) shall use the commercially reasonable efforts to return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party only for purposes of complying with that remains in such Party’s or its obligations under this Agreement andagents’ or employees’ possession, without limiting the generality except that each Party may keep one (1) copy of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof solely for archival purposes. Such archival copy shall be deemed to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 9. Notwithstanding anything to the contrary in this Agreement, Confidential Information shall not include any information or materials that the Receiving Party can demonstrate by documentary evidence:
(i) except as expressly permitted hereunder or unless and until expressly authorized in writing were already known to do so the Receiving Party (other than under an obligation of confidentiality), at the time of disclosure by the Disclosing Party;
(bii) use reasonable efforts were generally available to treatthe public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
(iii) became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through any act or omission of a Party in breach of such Party’s confidentiality obligations under this Agreement;
(iv) were disclosed to cause all its officersa Party, agentsother than under an obligation of confidentiality, servants, employees, professional advisors and contractors and prospective contractors by a Third Party who had no obligation to treat, as strictly confidential all Confidential Information. In no event shall the Disclosing Party not to disclose such efforts be less than the degree information to others; or
(v) were independently discovered or developed by or on behalf of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only belonging to the extent that the Confidential Information or portion thereof is not owned by that particular other Party.
Appears in 1 contract
Samples: License Agreement (Discovery Laboratories Inc /De/)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from (whether written, oral, electronic or in any other form) includes, but is not limited to: information that is proprietary to the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, including but not limited to any data, techniques, materials, documents, information, statistics, financial information, applicants’ records, and any other information whether of a technical, business or religious nature and in any medium whatsoever; information of a third party for which the Disclosing Party is under a duty to maintain as confidential and to use only for certain limited purposes; and any other information not generally known by or available to the public that the Disclosing Party shall remain the exclusive owner of its Confidential Information treats as confidential. The Recipient Party warrants and of Intellectual Property rights contained therein. No license or conveyance of any such rights undertakes to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such that it shall: at all times keep in strict confidence all Confidential Information that is received by the Recipient Party, disclosed or any part thereof provided to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so Recipient Party by the Disclosing Party;
, whether before or after the date of this Agreement; use, utilize or harness any Confidential Information strictly for the purpose of the Engagement and for no other purpose except as otherwise authorized by the Disclosing Party in writing; not distribute, disclose or disseminate any Confidential Information to any third party (b) except as provided for in this Agreement); use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the same degree of care and discretion as the Receiving Recipient Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement uses with respect to similar information of its own, but in no event, not less than reasonable care, to avoid any unauthorized disclosure, publication, duplication, retention, dissemination, distribution or use of the Confidential Information;
; immediately return at its own expense all Confidential Information (cincluding copies thereof) not, without which are in its possession or control to the prior written consent Disclosing Party upon the termination of the Disclosing Party, disclose Engagement or otherwise make available upon written notice by the Disclosing Party’s Confidential Information Party requesting the same (whichever is earlier); not reverse engineer, de-compile or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know disassemble the Confidential Information for the purposes set forth herein;
(d) Information; not copy or reproduce in use, nor cause to be used at any manner whatsoever the time, Confidential Information of the Disclosing Party or any part thereof without to the prior written consent economic detriment of the Disclosing Party; and not use, except where required for nor cause to be used at any time, Confidential Information of the Disclosing Party in any manner which will (or will likely) damage, dilute or tarnish the Disclosing Party’s goodwill and/or reputation. The Recipient Party acknowledges and agrees that all Confidential Information (including any copies made thereof) shall remain the exclusive property of the Disclosing Party (or its own internal use licensors as the case may be) and that the duty of confidentiality contained herein shall, subject to any applicable law, endure without limitation in accordance with this Agreement; and
(e) promptlytime, upon even after the termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.
7.2 ) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including Software), pricing, documentation or technical information provided by Boncode (or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of Boncode without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both Boncode and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: End User License Agreement
Use of Confidential Information. 7.1 Each Party may be given access For the term of this Agreement, and surviving expiration or termination of this Agreement for up to three (3) years after disclosure of the Confidential Information, the party receiving Confidential Information (the “receiving party”) from the other Party in order party (the “disclosing party”) will use it solely to perform the rights and obligations provided under this Agreement, and not for any other purpose without the disclosing party’s prior written consent. Subject to Clause 6.2 (Exceptions), the receiving party will hold in confidence, and not disclose to any third party, any of the disclosing party’s Confidential Information. The receiving party will use at least the same degree of care in handling the disclosing party’s Confidential Information as it uses to protect its obligations own Confidential Information, but no less than reasonable care. The receiving party will notify disclosing party immediately on becoming aware of any unauthorised use or release of the disclosing party’s Confidential Information. The receiving party may disclose the disclosing party’s Confidential Information to those of its Affiliates, directors, advisors, employees, or contractors (collectively, “Representatives”) who have a need to know such Confidential Information to perform under or in relation to this Agreement, but only if such Representatives are subject to a binding, written agreement no less protective of disclosing party than the confidentiality terms of this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that receiving party will, at the Confidential Information is received disclosing party’s request or on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orand other tangible materials and devices provided to receiving party as Confidential Information, or at the option of the Disclosing Partydisclosing party’s option, destroy and confirm in writing the certify destruction of the Confidential Information same (although nothing in this sub- clause being applicable only on the Usersentence may be construed to require either party to purge copies automatically archived in backup media that are not readily accessible for further use or review).
7.4 Provided, however that nothing herein shall . Nothing under this Agreement or trade secret Law may be construed to restrict in or limit Assimil8’s right to perform (or assign any manner the ability of either Party personnel to perform) Professional Services for any other party or to use or disclose Confidential Information owned by it any information incidentally retained in any manner whatsoever, and the obligations unaided memories of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyits personnel providing Professional Services.
Appears in 1 contract
Samples: Subscription Agreement
Use of Confidential Information. 7.1 Each Party party may be given access to disclose certain Confidential Information from to the other Party party in order relation to perform its obligations under this the Agreement. The Party that receives All such Confidential Information shall be known as “Receiving remain the property of the Disclosing Party”. The Disclosing Party that discloses grants to the Recipient a personal, non-transferable and nonexclusive right to use such Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges on the conditions that the Confidential Information is received on a confidential basis, and that (i) will be used by the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights Recipient only to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with extent required to fulfil its obligations under this Agreement andthe Agreement, including without limiting limitation to order the generality of Deliverables and to install, operate and maintain the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose particular the Deliverables for which such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever was initially provided; (ii) will not be reproduced, in whole or in any manner which would benefit any competitor of the Disclosing Party) part, except as expressly permitted hereunder or unless and until expressly necessary for use as authorized in writing to do so by the Disclosing Party;
this paragraph; (biii) will be protected from unauthorized use reasonable efforts to treatand disclosure through appropriate technical, operational, and other safeguards that the Recipient uses to cause all protect its officersown confidential information of similar nature, agentsand in any case using, servantsat the minimum, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the a reasonable degree of care and discretion as the Receiving Party exercises in protecting care; (iv) will solely be disclosed by Recipient to its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect authorized personnel to the extent that they have a need to know specific Confidential Information;
Information to perform their respective duties under the Agreement or to the Recipient in general, and (cv) not, without the prior written consent of will be returned to the Disclosing Party, disclose destroyed or otherwise make available the Disclosing Party’s Confidential Information or erased (if recorded on an erasable storage medium), together with any part thereof to any party other than those of its directorscopies thereof, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information when no longer needed for the purposes set forth herein;
(d) not copy above, or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of upon request from the Disclosing Party, except where required for its own internal use and in accordance with this Agreement; and
(e) promptly, any case upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing PartyAgreement. The foregoing does not, destroy however, prevent the Recipient from preserving such records that it is required to preserve in compliance with the applicable laws and confirm regulations, in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)which case Recipient will remain bound by these confidentiality obligations so long as it retains such records.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: General Terms of Sale
Use of Confidential Information. 7.1 Each 2.1 The Receiving Party shall maintain the other Party’s confidential information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information, which the Receiving Party warrants as providing adequate protection against unauthorised disclosure, copying or use.
2.2 The Receiving Party may be given access to disclose the Confidential Information from the other Party in order only to perform its obligations under this Agreementpartners, officers and employees, and then only such partners, officers and employees to whom such disclosure is reasonably necessary. The Receiving Party agrees to procure that receives such partners, officers and employees will be bound by this Agreement even after their relationship with the Receiving Party has been terminated.
2.3 Copies or reproductions containing Confidential Information shall not be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that made except to the Confidential Information is received on a confidential basisextent reasonably necessary for the Project, and that the Disclosing Party copies or reproductions made shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor property of the Disclosing Party) except as expressly permitted hereunder . Following the Project all confidential information and copies thereof shall be returned to the Disclosing Party.
2.4 Unless the Parties otherwise agree in writing, any documentation or unless and until expressly authorized in writing records relating to do so by the Disclosing Party’s confidential information which comes into the possession of the Receiving Party during the existence of this Agreement:
2.4.1 shall be deemed to be the property of the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event 2.4.2 shall such efforts not be less than the degree of care and discretion as published or circulated by the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by Party;
2.4.3 shall not be copied or prospective contractors to be engaged reproduced by the Receiving Party other than strictly in connection accordance with the performance requirements of the Services Project, and any such copies and reproductions shall be required kept separate from other documents and records of the Receiving Party;
2.4.4 shall be surrendered to assume obligations of secrecy equal to or greater than the obligations that Disclosing Party on request, and the Receiving Party has assumed in this Agreement with respect shall not retain any extracts therefrom.
2.5 The Receiving Party agrees:
2.5.1 not to disclose the Confidential Information;
(c) not, Information to any Third Party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, disclose save in accordance with the provisions of this Agreement;
2.5.2 not to utilise, employ, exploit or otherwise make available the Disclosing Party’s Confidential Information or in any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than strictly in relation to the purposes set forth herein;Project.
(d) not copy or reproduce in any manner whatsoever the Confidential Information of 2.6 The Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, or any part thereof without the prior written consent of damage, suffered or sustained by the Disclosing Party, except where required for its own internal use Party pursuant to a breach by the Receiving Party in accordance with this Agreement; and
(e) promptly, upon termination or expiration terms of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Use of Confidential Information. 7.1 Each During the Term of this Agreement, each Party (the "Disclosing Party") may be given access to disclose its Confidential Information from to the other Party in order to perform its obligations (the "Receiving Party"). Unless otherwise provided under this Agreement. The Party that receives Confidential Information shall be known as “Agreement and ICANN policies and regulations, the Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, 's use and that the Disclosing Party shall remain the exclusive owner disclosure of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only shall be subject to the following terms and conditions: The Receiving Party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures. The Receiving Party agrees that it will use any Confidential Information of the Disclosing Party solely for purposes the purpose of complying with exercising its right or performing its obligations under this Agreement andand for no other purposes whatsoever. The Receiving Party shall make no disclosures whatsoever of any Confidential Information of the Disclosing Party to others; provided, however, that if the Receiving Party is a corporation, partnership, or similar entity, disclosure is permitted to the Receiving Party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided that the Receiving Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement. The Receiving Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information. The Receiving Party shall not prepare any derivative works based on the Confidential Information. Notwithstanding the foregoing, this Subsection 5.1. imposes no obligation upon the Parties with respect to information that: is disclosed in the absence of a confidentiality agreement and such disclosure was agreed to by the Disclosing Party in writing prior to such disclosure; or is or has entered the public domain through no fault of the Receiving Party; or is known by the Receiving Party prior to the time of disclosure; or is independently developed by the Receiving Party without use of the Confidential Information; or is made generally available by the Disclosing Party without restriction on disclosure; or is required to be disclosed by law, regulation or a court order; provided that in the event the Receiving Party is required by law, regulation or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing prior to making any such disclosure in order to facilitate the Disclosing Party seeking a protective order or other appropriate remedy from the proper authority, at the Disclosing Party’s expense. The Receiving Party agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Receiving Party further agrees that if the Disclosing Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it shall furnish only that portion of the Confidential Information that is legally required. The Receiving Party acknowledges and agrees that it shall indemnify the Disclosing Party against any damages or loss incurred by the Disclosing Party due to the unauthorized disclosure or use of Confidential Information or violation of the Disclosing Party’s proprietary rights therein. In addition, the Receiving Party acknowledges that in the event of any unauthorized disclosure or use of Confidential Information or any other violation or threatened violation of the Disclosing Party’s proprietary rights therein, the Disclosing Party shall be entitled to seek injunctive relief from any court or tribunal with authority to grant such relief. The Receiving Party's duties under this Section 5.1 shall expire five (5) years after the expiration or termination of this Agreement or earlier, upon written agreement of the Parties. Gizli Bilginin Kullanımı: İşbu Sözleşme süresince, her bir Taraf (“İfşa Eden Taraf”) Gizli Bilgisini diğer Xxxxxx (“İfşa Edilen Taraf”) açıklayabilir. İşbu Sözleşme ile ICANN politikaları ve düzenlemelerinde aksi öngörülmediği sürece, İfşa Edilen Tarafça İfşa Eden Tarafın Gizli Bilgisinin kullanımı ve ifşası aşağıdaki hükümlere tabidir: İfşa Edilen Taraf, İfşa Eden Tarafın tüm Gizli Bilgilerini sıkı şekilde gizli tutmakla ve bunların gizliliğinin korunması için, uygun fiziki güvenlik önlemleri ve operasyonel prosedürleri uygulamak da dahil xxxxx xxxx tüm gayreti göstermekle yükümlüdür. İfşa Edilen Taraf, İfşa Eden Tarafın Gizli Bilgisini yalnızca işbu Sözleşme’de belirtilen haklarını kullanma ya da yükümlülüklerini yerine getirme amacıyla kullanacağını ve hiçbir şekilde başka bir amaçla kullanmayacağını kabul xxxx. İfşa Edilen Taraf, İfşa Eden Tarafın Gizli Bilgisini hiçbir koşulda üçüncü kişilere açıklayamaz; şu kadar ki, İfşa Edilen Tarafın bir şirket, ortaklık veya benzeri bir oluşum olması durumunda, Gizli Bilginin gizli niteliği ve bu gizliliğin korunabilmesi için gerekli prosedürler hakkında uyarılmaları ve işbu Sözleşme’nin gizliliğe ilişkin hükümlerini okuyup, anladıklarını ve bunlarla kişisel olarak bağlı olduklarını yazılı olarak kabul etmeleri şartıyla, Gizli Bilgi, buna ispat edilebilir bir ihtiyacı xxxx İfşa Edilen Taraf yetkililerine, çalışanlarına, yüklenicilerine ve temsilcilerine ifşa edilebilir. İfşa Edilen Taraf, Gizli Bilgi üzerinde bulunan hiçbir gizlilik açıklamasını ve/veya telif hakkı bildirimini değiştiremez veya kaldıramaz. İfşa Edilen Taraf, Gizli Bilgiden türetilmiş hiçbir çalışma yapamaz. Yukarıda anılan hükümlere bakılmaksızın, işbu Madde, aşağıdaki bilgilere ilişkin olarak Taraflara hiçbir yükümlülük getirmez: Bir gizlilik sözleşmesinin yokluğunda, ifşası İfşa Eden Tarafça önceden yazılı olarak kabul edilmiş bilgiler; İfşa Edilen Tarafın kusuru olmaksızın kamuya açık xxxx xxxxx bilgiler; İfşa Edilen Tarafça ifşa anından önce bilinen bilgiler; İfşa Edilen Tarafça Gizli Bilgi kullanılmadan bağımsız olarak geliştirilen bilgiler; İfşa Eden Tarafça ifşaya ilişkin kısıtlama olmaksızın genel olarak erişebilir xxxx getirilen bilgiler; Bir kanun, yasal düzenleme veya mahkeme kararı gereği ifşa edilmesi gereken bilgiler; şu kadar ki, bu halde, İfşa Edilen Taraf, bilgiyi ifşa etmeden önce bu hususu, İfşa Eden Tarafın yetkili otoriteden koruyucu bir karar veya diğer uygun bir çözüm talep etmesine imkan sağlamak amacıyla, masrafları İfşa Xxxx Xxxxxx ait olmak üzere, derhal İfşa Xxxx Xxxxxx yazılı olarak bildirir. İfşa Edilen Taraf, anılan koruyucu kararın veya başkaca çözümlerin elde edilmesi için, İfşa Eden Taraf ile işbirliği içerisinde hareket edeceğini xxxxx xxxx. Ayrıca, İfşa Eden Taraf Gizli Bilginin ifşasını zorunlu kılan hukuki kurumu bunu yapmaktan menetmeyi başaramazsa, İfşa Edilen Taraf, Gizli Bilginin yalnızca yasa gereği ifşa edilmesi gereken kısmını ifşa edeceğini kabul xxxx. İfşa Edilen Taraf, Gizli Bilgisinin izinsiz ifşa edilmesi veya kullanılması sebebiyle İfşa Eden Tarafın uğradığı tüm zarar ve kayba ilişkin olarak İfşa Eden Tarafı tazmin etmeyi kabul ve xxxxx xxxx. Buna ek olarak, İfşa Edilen Taraf; Gizli Bilginin izinsiz ifşa edilmesi ya da kullanılması veya İfşa Eden Tarafın mülkiyet haklarını ihlal etmesi veya ihlal etme tehdidi oluşturması halinde, İfşa Eden Tarafın herhangi bir yetkili mahkemeden her türlü ihtiyatı tedbir talep etme hakkına sahip olduğunu kabul xxxx. İfşa Edilen Tarafın işbu Maddede öngörülen yükümlülükleri, işbu Sözleşme’nin süresinin dolması, feshedilmesi veya daha öncesinde Tarafların yazılı anlaşması ile sona ermesinden itibaren beş (5) yıl sonra sona erer. Subject to Subsection 2.4 of this Agreement, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. In addition, the Registry, Registry Operator, XXXX and/or their suppliers and/or licensees, shall own all rights and interests in and to the EPP, APIs, and any software incorporated into the SRS, as well as all intellectual property appurtenant thereto. İşbu Sözleşme’nin 2.4 Maddesi saklı kalmak kaydıyla, her bir Taraf; kendisine ait patentler, markalar, ticari unvanlar, hizmet markaları, telif hakları, ticari sırlar, şirkete özgü süreçler ve diğer tüm fikri mülkiyet haklarına birbirinden bağımsız şekilde sahip olmaya devam xxxx. Buna ek olarak, MKK, MKK Operatörü, XXXX ve/veya bunların tedarikçileri ve/veya lisans alanları, EPP, APIs ve SRS’ye dahil edilmiş herhangi bir yazılım ve de bunlara bağlı tüm fikri mülkiyeti unsurlarına ilişkin tüm hak ve menfaatlere sahiptir. Without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information no commercial use rights or any part thereof to licenses under any person patent, patent application, copyright, trademark, know-how, trade secret, or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so other intellectual proprietary rights are granted by the Disclosing Party;
(b) use reasonable efforts to treat, Registrar Operator and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect XXXX to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of Registrar by this Agreement, return and confirm in writing the return or by any disclosure of all originals, copies, reproductions and summaries of any Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular PartyRegistrar under this Agreement. Yukarıdaki hükümlerin genel niteliğine halel getirmeksizin, MKK Operatörü ve XXXX, işbu Sözleşme’yle veya herhangi bir Gizli Bilginin Yetkili Kayıt Operatörü’ne işbu Sözleşme kapsamında ifşası yoluyla, hiçbir şekilde Yetkili Kayıt Operatörü’ne, patent, patent başvurusu, telif hakkı, marka, know-how, ticari sır veya diğer fikri mülkiyet hakları kapsamında bir ticari kullanım hakkı veya lisans vermemektedir.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Except as set forth above, each Party may be given agrees that it will provide or permit access to Confidential Information from of the other Party in order only to perform its obligations (a) the receiving Party’s attorneys, independent accountants, and financial advisors for the sole purpose of enabling such attorneys, independent accountants, and financial advisors to provide advice to the receiving Party, and (b) the receiving Party’s Affiliates, directors, officers, employees, consultants, advisors, and actual and bona fide potential collaborators, subcontractors, sublicensees, subdistributors and investors providing royalty financing or similar monetization of payments under this Agreement. The Party that receives , and to the directors, officers, employees, consultants, advisors, and actual and bona fide potential collaborators, subcontractors, sublicensees, subdistributors, ethics committees and institutional review board, and investors of such Affiliates, in each case, who have a need to know such Confidential Information shall be known as “Receiving Party”. The to assist the receiving Party with the activities contemplated or required of it by this Agreement; provided that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that in each case, the Person to whom Confidential Information is received on a confidential basis, being disclosed is subject to obligations of confidentiality and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights non-use with respect to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof substantially similar to any person or entity or the obligations of confidentiality and non-use of the receiving Party pursuant to this Section 12.1 (Confidential Information), provided further that the foregoing obligation shall be deemed satisfied if the duration of such confidentiality and non-use obligations is at least [**] and such obligations of confidentiality and non-use are otherwise substantially similar to those contained in this Section 12.1 (Confidential Information). In addition, each Party will remain responsible for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so failure by the Disclosing Party;
(b) use reasonable efforts to treatits attorneys, independent accountants, and to cause all financial advisors, Affiliates, and its and its Affiliates’ respective directors, officers, agents, servants, employees, professional consultants, advisors and contractors actual and prospective contractors bona fide potential collaborators, subcontractors, sublicensees, and subdistributors, to treat, treat such Confidential Information as strictly confidential all required under this Section 12.1 (Confidential Information). In no event shall such efforts be less than addition, each Party may disclose the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing other Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof such disclosure is not owned by that particular Party.reasonably
Appears in 1 contract
Samples: License, Development and Commercialization Agreement (Agenus Inc)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from (a) Except as set out in this clause 8, for the other Party in order to perform its obligations under this Agreement. The Party period that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a to remain confidential basisas set out in item 8 of the Details Schedule, and that the Disclosing Party shall remain the exclusive owner of its each party when receiving Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shallmust:
(ai) only use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent; or
(ii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause 8, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Each party undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination Each party must promptly notify the other if the party becomes aware of any unauthorised use or expiration disclosure of the other party's Confidential Information.
(f) Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity or a State or Territory government entity, the party will not be in breach of this clause 8 if the party is required to disclose the information to a Minister or a House or Committee of Parliament.
(g) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, where received or created under that other agreement, including as a part of a university research or student publication process.
(h) At any time a party may request return and confirm in writing or destruction of any or all copies of its Confidential Information (unless required by law to be retained). The other party must promptly comply with such request. On receipt of any such request the return of all originalsother party's right to use that Confidential Information ceases.
(i) Notwithstanding clause 8(h), copies, reproductions and summaries a party is entitled to keep a copy of Confidential Information orof the other party for the sole purpose of managing legal obligations, or at the option where stored in a back-up of an IT system. A party must continue to treat any such copy as Confidential Information of the Disclosing Party, destroy and confirm in writing other party which is subject to the terms of this Agreement.
(j) The obligations under this clause 8 survive the return or destruction of the any Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations termination or expiry of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partythis Agreement.
Appears in 1 contract
Samples: Equipment Licence Agreement
Use of Confidential Information. 7.1 Each Party may be given access to 2.1 The Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received divulged by (or on a confidential basis, and that behalf of) the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with and/or its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless Representatives will be received and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged treated by the Receiving Party and/or its Representatives as – (i) strictly confidential; (ii) in connection accordance with the performance Applicable Law; and (iii) as required under Regulation 36(4) of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the CIRP Regulations. The Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) and its Representatives shall not, without the prior written consent of the Disclosing PartyParty or as expressly permitted herein, disclose, disseminate, reproduce, quote, share with, refer to, use or make available to any other person, or use or permit others to disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directorsuse, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever other than for the sole purpose as described in Clause 2.2 below. Without prejudice to the above, the Receiving Party and its Representatives shall comply with all provisions of law applicable to confidential information and xxxxxxx xxxxxxx.
2.2 Notwithstanding the provisions of Clause 2.1 above, the Receiving Party may disclose the Confidential Information received under this Agreement to its Representatives (as defined in Clause 1.4 above) in accordance with Applicable Laws in relation to confidentiality and xxxxxxx xxxxxxx and on a strict "need-to- know" basis, and solely for the purpose of enabling assessment and evaluation of the Transaction (“Purpose”).
2.3 The Receiving Party and its Representatives shall exercise the same standard of care in respect of the security and safekeeping of the Confidential Information disclosed hereunder as the Receiving Party and its Representatives exercise in respect of their own confidential information.
2.4 In accordance with the provisions of section 29(2) of the IBC, the Receiving Party acknowledges that it is aware and that its Representatives have been advised that applicable securities laws prohibit any person having unpublished price sensitive information about a company from dealing with the securities of that company and the Receiving Party agrees to abide by and cause its Representatives to abide by the terms of such securities laws, including without limitation, the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, 2015 as may be replaced, amended or supplemented from time to time and other Applicable Laws in relation to xxxxxxx xxxxxxx and the acquisition of securities and shall indemnify and hold the Disclosing Party and its Representatives, officers, directors, employees, agents and affiliates harmless against any consequences arising from any such violation by the Receiving Party, its Representatives or their affiliates.
2.5 The Receiving Party understands and acknowledges that pursuant to the order of the Ahmedabad bench of the NCLT dated June 24, 2020, the NCLT had commenced the CIRP of the Company and appointed Xx. Xxxxxx Xxxxx Xxxxxxxx as the interim resolution professional who was subsequently appointed as the resolution professional by the committee of creditors. None of the Disclosing Party nor the RP makes any representation or warranty or inducement, expressed or implied, now or in the future, as to the accuracy, correctness, completeness, fairness or relevance of the Confidential Information. Neither the Receiving Party nor any of its Representatives shall be entitled to rely on the accuracy, correctness, completeness, fairness or relevance of the Confidential Information, whether for the purpose of formulation of the Transaction and/or otherwise in relation to the Company. Further, none of the Disclosing Party nor the RP shall, now or in future, have any liability to the Receiving Party or any part thereof other person resulting from Receiving Party’s or its Representative’s use of the Confidential Information.
2.6 Receiving Party shall indemnify and hold harmless the Disclosing Party against all direct losses, damages and liabilities including but not limited to all legal fees and expenses on a solicitor and client basis arising from or connected with any unauthorized disclosure, use or misuse of the Confidential Information whether by itself or its Representatives. The Receiving Party further agrees and undertakes, at its sole cost and expense, to take any and all reasonable measures (including but not limited to court proceedings) to restrain any person to whom it has disclosed Confidential Information, directly or indirectly, from disclosing or using the Confidential Information in violation of this Agreement.
2.7 The Receiving Party acknowledges that it shall be responsible for any breach of this Agreement by the Receiving Party and/or any of its Representatives, employees or employees of its Representatives.
2.8 The Receiving Party shall not, without the prior written consent of the Disclosing Party, except where required engage any advisor, whether professional, legal or otherwise, who are already engaged by the Disclosing Party in relation to the corporate insolvency resolution process of the Company.
2.9 If the Receiving Party decides to not proceed with the Transaction, it will promptly notify the RP in writing of that decision. The Receiving Party shall immediately, upon the earlier of (a) the conclusion of the Transaction; or (b) termination of this Agreement as per Clause 12 below; or (c) a notification by the Disclosing Party, for any reason or for no reason, surrender and return to the relevant Disclosing Party, all Confidential Information in its own internal use possession, or destroy the same in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option directives of the Disclosing Party, destroy and confirm .
2.10 The Receiving Party shall not publish any news release or make any announcements or denial or confirmation in writing any medium concerning this Agreement in any manner nor advertise or publish the destruction same in any medium.
2.11 The Receiving Party shall promptly notify the Disclosing Party of any Confidential Information which has been lost or disclosed or used by any unauthorized third party provided that such notification shall not relieve the Receiving Party from any liability arising from its breach of this Agreement.
2.12 The Receiving Party shall protect any intellectual property of GSML which it may have access to which is provided or made available to by the Disclosing Party.
2.13 The Receiving Party shall not utilize the Confidential Information (this sub- clause being applicable only on to avail any undue gain or undue loss to itself or any other person and shall comply with the User).
7.4 Provided, however that nothing herein shall restrict in any manner provisions of Section 29(2) of the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, IBC and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyrules and regulations prescribed thereunder.
Appears in 1 contract
Use of Confidential Information. 7.1 Each All written information marked “proprietary” or “confidential” (or if oral, subsequently reduced to a writing so marked and delivered to the receiving Party may be given access within thirty (30) days of its oral disclosure) which the disclosing Party discloses to Confidential Information from the receiving Party as a result of the provisions of this Contract, whether contained in blueprints, drawings, written reports, letters or memoranda, process descriptions, operating procedures, supplier lists and/or other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information written data, shall be known treated as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
unless (a) use such information shall have been in the Confidential Information possession of the Disclosing receiving Party prior to its receipt from the disclosing Party, (b) such information is or becomes part of the public knowledge or literature through no fault of the receiving Party, vendors or suppliers, (c) such information shall otherwise become available to receiving Party from a source other than the disclosing Party, said source not being violative of any obligation of secrecy with respect to such information, or (d) the furnishing or use of such information is required by any legal requirement or any Governmental Authority. Information which is so considered to be confidential shall be held by the receiving Party for its sole benefit and used only for purposes of complying in accordance with this Contract; provided that the receiving Party may share proprietary or confidential information with its obligations under this Agreement affiliates; and, without limiting further provided, that the generality receiving Party shall cause its Affiliates to restrict the use so as to be consistent with the terms of this Contract and to restrict disclosure to its employees, on a need-to-know basis, of any confidential or proprietary information shared with such affiliates. The receiving Party shall use all reasonable efforts to prevent the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information use of all or any part of such confidential information belonging to the disclosing Party in any other connection or the transmission thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or third parties unless and until expressly authorized in writing to do so by it has first obtained the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose disclosing Party specifically authorizing such use or otherwise make available the Disclosing Party’s Confidential Information or any part thereof transmission. The Parties understand that information may be provided which is subject to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce a confidentiality agreement with a third party. The Parties agree that such information shall be held in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use confidence in accordance with this Agreement; and
(e) promptly, upon termination or expiration the terms of the third party confidentiality agreement. No Party shall be obligated to divulge third party confidential information to the other Party. Any breach of the confidentiality provisions of this Agreement, return and confirm in writing paragraph may be considered material breach of this agreement by the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing non-breaching Party, destroy and confirm in writing the destruction of the Confidential Information (. All obligations under this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein article shall apply to each Party only mutatis mutandis to the extent that the Confidential Information or portion thereof is not owned by that particular PartyParties.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access party represents and warrants to the other party that it shall not use the other party’s Confidential Information from for any purpose, or disclose such information to any third party (except for attorneys, accountants, auditors, third party participants and/or the third party contractors, provided such parties have reason to know such information and are bound to confidentiality obligations (which shall not be waived) at least as protective as this Section 23), other Party in order than (i) as necessary to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of or enforce its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement andor as required by law (and subject to the next sentence in this Section), without limiting (ii) to the generality of extent it obtains prior written approval from the foregoingother party, shall not, directly or indirectly, deal with, use, exploit or and/or (iii) to the extent it is legally compelled to disclose such Confidential Information or by the valid order of a court of competent jurisdiction, in which event it shall so notify the other party as promptly as practicable (and, if possible, prior to making any part thereof to disclosure) and shall seek confidential treatment of such information, it being understood that the parties will cooperate in protecting against any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than If in the degree absence of care and discretion as a protective order the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors receiving party is nonetheless compelled to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the disclose Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, receiving party may disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction only that portion of the Confidential Information which the receiving party is advised in writing by counsel is so legally compelled, it must (this sub- clause being applicable only on if allowed by law) provide the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability disclosing party with immediate notice of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, such disclosure and the obligations receiving party will exercise best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Each party shall take all reasonable measures to protect the secrecy of confidentiality herein and avoid disclosure of Confidential Information, which measures shall apply be no less than reasonable care and shall include all of those measures that the receiving party uses to protect its own Confidential Information. For the avoidance of doubt, each Party only party is responsible to the extent that other party herein for the Confidential Information actions or portion thereof is not owned by that particular Partyomissions of its employees, attorneys, accountants, auditors, third party participants and/or third party contractors if such actions or omissions result in a breach of this Section 23. This Section 23 shall survive expiration or earlier termination of this Agreement.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from (a) Except as set out in this clause 7, for the other Party in order to perform its obligations under this Agreement. The Party period that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a to remain confidential basisas set out in item 13 of the Details Schedule, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the each party when receiving Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;other party must:
(bi) only use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information purpose of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel for the purpose of performing this Agreement, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or rules of a securities exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required to disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information.
(e) promptly, upon termination or expiration Notwithstanding any other provision of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information orif a party is a Commonwealth Entity, or at a State or Territory government entity, that party will not be in breach of this clause 7 if the option party is required to disclose the information to a Minister or a House or Committee of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)Parliament.
7.4 Provided(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, however where received or created under that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partyother agreement.
Appears in 1 contract
Samples: Accelerated Licence Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights undertakes not to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only either for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity itself or for any purpose whatsoever (third party or to disclose or make it accessible to any third party wholly or in any manner which would benefit any competitor of the Disclosing Party) except as expressly part, unless permitted hereunder by this Agreement, by a subsequent collaboration agreement or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party. The Receiving Party further undertakes to keep the Confidential Information confidential and to make it accessible to the members of the management, executive employees, employees and advisors of the Receiving Party only if they must know it in the context of the Evaluation. The Receiving Party undertakes to conclude a non-disclosure agreement with them before making Confidential Information accessible to them and the Receiving Party shall together with such person be jointly and severally liable to the Disclosing Party for any breach of confidentiality by such person – in the event of sharing with other intermediaries. The Receiving Party keeps a list that provides for the persons with whom it has concluded such additional non-disclosure agreements and what Confidential Information has been made available. This list must be disclosed to the Disclosing Party at any time. In the event that the Receiving Party is ordered to disclose or otherwise make available any of the Disclosing Party’s Confidential Information pursuant to a judicial or any part thereof to any party other than those of its directorsgovernment request, officersrequirement or order, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Receiving Party or any part thereof without the prior written consent of shall promptly notify the Disclosing Party, except where required for its own internal use if reasonably possible under the circumstances, thereof and take any and all reasonable steps to assist the Disclosing Party in accordance with this Agreement; and
(e) promptlycontesting such a request, upon termination requirement or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information ororder, or at the option of otherwise take all reasonable steps to protect the Disclosing Party's rights prior to forced disclosure. Neither Party shall create the impression with or lead any third party to interpret or construe, destroy and confirm in writing the destruction of the Confidential Information (that this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in Agreement is an agency agreement and/or partnership agreement and/or a joint venture and/or any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.other similar arrangement;
Appears in 1 contract
Samples: Mutual Non Disclosure and Non Circumvention Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information party shall be known as “Receiving Party”. The Party that discloses Confidential Information and shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges procure that the Confidential Information is received on a confidential basis, Supervising Directors nominated and that the Disclosing Party shall remain the exclusive owner of appointed upon its Confidential Information request and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party Observers appointed by it shall:
(aA) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose maintain such Confidential Information or in strict confidence and not disclose any part thereof such Confidential Information to any person other than:
(i) in the case of a Shareholder, a Supervisory Director nominated and appointed upon its request, or entity any of such Shareholder’s directors or for any purpose whatsoever employees (or in any manner which would benefit any competitor of the Disclosing Partydirectors or employees of any member of its Group) except as expressly permitted hereunder whose duties include the management or unless monitoring of the business of the Company and until expressly authorized who needs to know such information in writing order to do so by the Disclosing Partydischarge his duties;
(bii) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree a bona fide potential transferee of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use Shares in accordance with this Agreementagreement under clause 16 (Transfer of Shares for Convenience) or in connection with a Qualifying Group Sale Disposal or a Permitted Group Sale Disposal, provided that such person has a duty to keep such information confidential on terms that are customary for a transaction of the type in contemplation;
(iii) the Joint Global Coordinators where clause 19 (IPO) applies provided they have a duty to keep such information confidential;
(iv) to its professional advisers, auditors, financial advisers and bankers provided they have a duty to keep such information confidential;
(v) to the extent the disclosure of such Confidential Information is expressly consented to in writing by each of the Shareholders prior to such disclosure being made (or, if the information only relates to one Shareholder or its Group, which is expressly consented to in writing by such Shareholder); or
(vi) in the case of a Shareholder, to an investor in the Ultimate Parent of that Shareholder to the extent that such disclosure relates to information relating to the Company which is not (in the reasonable opinion of that Shareholder) commercially sensitive and is made in the ordinary course of investor relation activities only (and that Shareholder shall use reasonable endeavours to consult with the other Shareholder on the nature and extent of the disclosure in advance).
(B) save where disclosure is expressly permitted under clause 27.2(A), not use any such Confidential Information other than for the purpose of conducting the Business or managing or monitoring its investment in the Company; and
(eC) promptlysave where disclosure is expressly permitted under clause 27.2(A), upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of procure that any person to whom such Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned is disclosed by it (except where such disclosure was permitted under clause 27.3) complies with the restrictions set out in any manner whatsoever, and the obligations of confidentiality herein shall apply this clause 27 as if such person were a party to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Partythis agreement.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from Except for the other Party use in order to perform its obligations under connection with the Activities or the performance of this Agreement. The Party that receives Confidential Information shall be known , including the permitted use in filings and processes for Regulatory Approval, or as “Receiving otherwise permitted by either this Agreement or the disclosing Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving each Party shall:
: (ai) not use the any Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing other Party, disclose or otherwise make available (ii) maintain the Disclosing disclosing Party’s Confidential Information in confidence using the same degree of care that it uses for its own Confidential Information of like importance, but in no event using less than reasonable care, and (iii) not disclose or transfer any Confidential Information of the disclosing Party (or any part thereof materials which contain such Confidential Information), to any party other than third party; provided, however, that disclosure shall be permitted to the receiving Party’s employees, consultants, agents or subcontractors (and those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors Affiliates) who need to know the reasonably require such Confidential Information for the purposes of this Agreement and who are bound by obligations of non-use and confidentiality with respect to such Confidential Information equal to those set forth herein;
(d) not copy or reproduce in any manner whatsoever this Section 6.1. Each Party hereby consents to the disclosure of its Confidential Information by the other Party to any Affiliate of the Disclosing other Party or any part thereof without who reasonably requires such Confidential Information for the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration purposes of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of any such Affiliate shall treat such Confidential Information orin accordance with the terms of this Agreement. Tokai shall also be entitled to disclose QIAGEN’s Confidential Information, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that directly related to the Confidential Information development and commercialization of the Tokai Product in combination with the QIAGEN IVD and under a binder of confidentiality no less restrictive than the provisions of this Section 6, to: (a) potential or portion thereof actual commercialization partners for the Tokai Product; and/or (b) potential or actual sources of financing or acquirers of Tokai. Any disclosures made pursuant to the foregoing Section 6.2(a) or (b) shall not require QIAGEN’s prior written consent unless the party to which Tokai is not owned making the disclosure is a competitor of QIAGEN as described in QIAGEN’s periodic filings with the Securities Exchange Commission as required by that particular Partythe Securities Exchange Act of 1934.
Appears in 1 contract
Samples: Master Collaboration Agreement (Tokai Pharmaceuticals Inc)
Use of Confidential Information. 7.1 Each A Party may be given access to receiving Confidential Information (the “Receiving Party”) from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as (the “Disclosing Party”.
7.2 The Receiving Party acknowledges that the ) shall keep all such Confidential Information is received on with the same degree of care with which it maintains the confidentiality of its own confidential information, but in no event less than a confidential basis, and that the Disclosing reasonable degree of care. Neither Party shall remain use such Confidential Information for any purpose other than in performance of this Agreement and shall not disclose the exclusive owner same to any Third Party (other than those expressly authorized) and such of its and their employees or agents who have a need to know such Confidential Information and to implement the terms of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving . Each Party shall:
(a) use the shall advise any employee or agent who receives such Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality confidential nature thereof and of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed contained in this Agreement relating thereto, and such Party shall ensure that all such employees and agents comply with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing such obligations as if they had been a Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon hereto. Upon termination or expiration of this Agreement, return upon written notice from a Disclosing Party, the Receiving Party shall destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remains in such Party's or its agents' or employees' possession and upon request shall confirm in writing such destruction. Notwithstanding anything to the return of all originalscontrary in this Agreement, copies, reproductions and summaries of Confidential Information orshall not include any information or materials that the Receiving Party can demonstrate by documentary evidence:
i) were already legitimately known to the Receiving Party (other than under an obligation of confidentiality), or at the option time of disclosure by the Disclosing Party;
ii) were generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party without any breach of confidentiality;
iii) became generally available to the public or otherwise part of the public domain after its disclosure or development, destroy as the case may be, and confirm other than through any act or omission of a Party in writing breach of such Party's confidentiality obligations under this Agreement;
iv) were disclosed to a Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the destruction Disclosing Party not to disclose such information to others; or
v) were independently discovered or developed by or on behalf of the Receiving Party without any breach of confidentiality and without the use of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only belonging to the extent that the Confidential Information or portion thereof is not owned by that particular other Party.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving (a) Restricted Party shall:
(ai) retain in confidence all Confidential Information in trust for the benefit of Disclosing Party, and not for its own benefit or for the benefit of others without the express written consent of Disclosing Party;
(ii) use the Confidential Information of the obtained from Disclosing Party only for purposes the purpose of complying with performing its obligations under this Agreement and for no other purpose whatsoever; and, without limiting the generality of the foregoing, shall not
(iii) not disclose, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for third party (other than permitted agents and employees under Section 5A(c)) any purpose whatsoever Confidential Information obtained from Disclosing Party under this Agreement unless:
(or in any manner which would benefit any competitor of 1) Restricted Party has obtained the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized approval in writing to do so by the of Disclosing Party;
(2) Restricted Party is making the disclosure to a government body and the disclosure is required to be made under the laws applicable to Restricted Party or Disclosing Party or
(3) Restricted Party is making the disclosure strictly in accordance with an order of a competent court of law.
(iv) not make use of Confidential Information except for the benefit of Disclosing Party as solely determined by Disclosing Party; and
(v) not use the Confidential Information in any manner to the competitive, economic or other detriment of Disclosing Party.
(b) use Restricted Party shall take all reasonable precautions to preserve the confidentiality of the Confidential Information including, without limitation, standards for protection of proprietary and confidential information and intellectual property that are commonly applied by other comparable companies in the biotechnology industry as well as such precautions as Restricted Party usually observes in order to protect its own Confidential Information. Without limiting the foregoing, in the event that Restricted Party receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or other order issued by a court having jurisdiction or by a governmental body and intends to disclose any Confidential Information under Section 5A(a)(iii)(2) or (3), then, unless precluded by laws applicable to Restricted Party, Restricted Party shall (i) immediately provide written notice of the existence, terms and circumstances surrounding such request and Restricted Party's intent to disclose, so that Disclosing Party may seek an appropriate protective order or other remedy and/or waive Restricted Party's compliance with the provisions of this Agreement, to Disclosing Party, (ii) exercise reasonable efforts to treatobtain an order or other reliable assurance that confidential treatment will be accorded to such of the disclosed Confidential Information which the Company so designates and (iii) wait the maximum amount of time permitted by such government body or court of law before making such disclosure.
(c) Restricted Party further agrees to exercise appropriate caution to maintain the secrecy of the Confidential Information, including (i) limiting disclosure and access to the Confidential Information only to its agents and employees who require access to the Confidential Information for the purpose of this Agreement, and who have signed a Declaration With Respect to cause Confidential Information in the form attached as Exhibit A to this Agreement (copies of which shall be made available to Disclosing Party upon request); and only for the periods of their employment or other relationship with Restricted Party, and (ii) storage of the Confidential Information in a secure location accessible only to the individuals to whom access is permitted under subparagraph (i) of Section 5A(c) of this Agreement.
(d) At the expiration of the term of this Agreement, including upon its early termination, Restricted Party shall, at the discretion of Disclosing Party, destroy or return to Disclosing Party all of the documents containing Confidential Information that have been supplied to it during the course of this Agreement. In no case may any copy of documents containing Confidential Information be preserved by Restricted Party.
(e) Disclosing Party has developed or purchased, or will develop or purchase, its officersConfidential Information at substantial expense in a market in which they face intense competitive pressure, agents, servants, employees, professional advisors and contractors Disclosing Party has kept and prospective contractors to treat, as strictly confidential all will keep secret its Confidential Information. Disclosing Party will suffer immediate and irreparable harm, loss and damage not adequately compensable by monetary damages if Restricted Party violates any of the provisions of Section 5A of this Agreement.
(f) In no event case of the discovery of unauthorized disclosure or use of any Confidential Information, Restricted Party shall such efforts be less than promptly inform Disclosing Party and immediately take all appropriate measures to prevent further unauthorized disclosure or use and use its best efforts, including reasonable legal means, to stop any further unauthorized use or disclosure of Confidential Information and to secure the degree of care and discretion as the Receiving return thereof.
(g) Restricted Party exercises in protecting its own valuable confidential information. Any contractors engaged agrees not to reproduce or copy by or prospective contractors to be engaged by the Receiving Party in connection any means Confidential Information, except with the performance prior written consent of the Services Disclosing Party or for disclosure as permitted under this Agreement. All Confidential Information, and any copies of extract thereof, shall be required returned by Restricted Party to assume obligations Disclosing Party either at the end of secrecy equal to review by Restricted Party or greater than the obligations upon demand by Disclosing Party.
(h) Restricted Party represents that the Receiving Party has assumed it deals with confidential and proprietary information in this Agreement its business, and represents and agrees that, with respect to the Confidential Information;
Information disclosed pursuant to this Agreement, that it will implement and institute the procedure for storing and maintaining the confidentiality of Confidential Information as set forth in Sections 5A(b) and 5A (c) notof this Agreement. Restricted Party shall not remove any proprietary rights legend from materials disclosing Confidential Information and shall, without the prior written consent of upon the Disclosing Party's reasonable request, disclose add any proprietary rights legend to materials disclosing or otherwise make available the Disclosing Party’s embodying Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction Information. Any copies of the Confidential Information (this sub- clause being applicable only on the User)that are made shall be marked "confidential" or "proprietary" by Restricted Party.
7.4 Provided(i) Restricted Party acknowledges that Confidential Information may still be under development, however or may be incomplete, and that nothing herein such information may relate to products that are under development or are planned for development. In disclosing the Confidential Information, Disclosing Party makes no representation or warranty, either express or implied, as to the adequacy, accuracy, sufficiency or freedom of the Confidential Information from defect of any kind, including freedom from patent or trademark infringement. Disclosing Party accepts no responsibility for any expenses, losses or action undertaken or not undertaken by Restricted Party as a result of Restricted Party's receipt or use of Confidential Information.
(j) Restricted Party agrees to act in good faith so as not to harm the business or personal reputation of a Disclosing Party or its affiliates, and shall restrict in not defame, disparage or publicly criticize the services, business, integrity or personal or professional reputation of Disclosing Party or its affiliates.
(k) Other than as expressly stated herein, Disclosing Party grants no license to Restricted Party under any manner the ability of either Party copyrights, patents, trademarks, trade secrets or other proprietary rights to use or disclose reuse Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular PartyInformation.
Appears in 1 contract
Samples: Strategic Partnership Agreement (Biofield Corp \De\)
Use of Confidential Information. 7.1 Each Party may be given access to All Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that furnished by the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The confidential and proprietary in nature and shall continue to be the exclusive property of the Disclosing Party, as between the Disclosing Party and the Receiving Party. Each Party shall:
(a) acknowledges and agrees to use the Confidential Information solely for the purpose of evaluating the Proposed Transaction and not to use the Confidential Information in any other manner or for any other purpose. Such information will be kept strictly confidential by the Parties, except that the Confidential Information or portions may be disclosed to those Representatives of each Party who need to know such information for the purpose of evaluating the Proposed Transaction, provided such Representatives agree to be bound by the terms and conditions of this Agreement. The disclosure by the Disclosing Party only for purposes of complying with its obligations under shall be solely at the Disclosing Party’s absolute discretion and this Agreement andshall not require the Disclosing Party to disclose any Confidential Information hereunder. Nothing in this Agreement shall be construed or interpreted as granting to the Receiving Party any right or license to use any trademark, without limiting patent, copyright, or other intellectual property right included in the generality Confidential Information furnished to the Receiving Party. Upon receipt of any Confidential Information, the foregoingReceiving Party agrees that:
a. it shall hold, shall notand must cause its Representatives to hold, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever in strictest confidence and shall protect such Confidential Information in the same manner in which it protects its own Confidential Information (or but in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises exercise less than reasonable care in protecting such Confidential Information);
b. it shall use the Confidential Information only to determine the feasibility, desirability and structure of the Proposed Transaction;
c. it shall limit access to such Confidential Information solely to its own valuable confidential information. Any contractors engaged by or prospective contractors Representatives who need to be engaged by the Receiving Party know such information in connection with evaluating or maintaining the performance Proposed Transaction, and must advise such Persons of the Services shall be required to assume their confidentiality obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
d. if the Receiving Party or any of its Representatives are requested or required in any legal or governmental proceeding (cby oral questions, interrogatories, requests for information or documents, subpoena or similar process) notto disclose any Confidential Information of the Disclosing Party, the Receiving Party must
(i) immediately notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such event, and (ii) consult and cooperate with the Disclosing Party so that the Disclosing Party may seek (at its sole cost) an appropriate protective order and/or waive compliance with the provisions of this Agreement. If in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party or any of its Representatives are nonetheless legally required to disclose the Confidential Information to any court, governmental agency or tribunal, or else stand liable for contempt or suffer other censure or penalty, the Receiving Party or its Representative, as the case may be, may disclose the Confidential Information to the minimum extent so required to such court, governmental agency or tribunal without liability hereunder. This Section 2.d shall not apply to disclosures required by the Court;
e. if the Parties do not proceed with the Proposed Transaction, or at any time sooner upon the written demand of the Disclosing Party, the Receiving Party and its Representatives must return or destroy all Confidential Information (including, without limitation, extracts and summaries thereof) of the Disclosing Party in their possession or control (including any copies thereof) and must delete all Confidential Information of the Disclosing Party from its computer and other data storage systems; provided that a single copy of each such item so returned or destroyed may be retained in the files of the Receiving Party’s legal counsel for the sole purpose of resolving any disputes that may arise under this Agreement; and
f. other than as may be required by the Court, without the prior written consent of the Disclosing other Party, each Party will not, and will direct its Representatives to not, disclose to any Person either the fact that any discussions or otherwise make available negotiations are taking place concerning the Disclosing Party’s Proposed Transaction or that any Confidential Information has been requested or received, or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party terms, conditions or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance other facts with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only respect to the extent that Proposed Transaction, including the Confidential Information status thereof. The term “Person” as used throughout the Agreement will be interpreted broadly to include, without limitation, any corporation, company, partnership or portion thereof is not owned by that particular Partyother entity or individual.
Appears in 1 contract
Samples: Confidentiality Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.
7.2 ) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including Software), pricing, documentation or technical information provided by Cloudwick (or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of Cloudwick without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both Cloudwick and you will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- sub-clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Merchant Agreement
Use of Confidential Information. 7.1 Each Party may be given access to A party (receiving party) who receives Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
party (adisclosing party) must only use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy purpose of exercising its rights and performing its obligations under these Terms. All Confidential Information received by a receiving party must, to the extent practicable, be kept separate from the other documents and records of the receiving party. Except to the extent necessary to comply with clause 15.1, or reproduce in any manner whatsoever as otherwise permitted by clause 15.3, a receiving party must not: use or disclose the Confidential Information of received from the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use disclosing party in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information oran unauthorised way, or at the option of the Disclosing Partyallow or make it possible for a third party to view or use such Confidential Information; copy, destroy and confirm in reduce to writing the destruction of or record the Confidential Information (this sub- clause being applicable only on and any such copies, reductions to writing and records are deemed to be the Userdisclosing party’s property).
7.4 Provided; or use, however that nothing herein shall restrict in any manner reproduce, transform, or store the ability of either Party to use or disclose Confidential Information owned by in an externally accessible computer or electronic information retrieval system or transmit it in any manner whatsoeverway outside of its usual place(s) of business. Notwithstanding clause 15.2, a receiving party may disclose the other party’s Confidential Information: with the disclosing party’s prior written consent; to its employees, officers, representatives, contractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Services and the obligations of confidentiality herein shall apply these Terms. A receiving party must ensure such employees, officers, representatives, contractors or advisers to each Party only to the extent that the whom it discloses Confidential Information complies with this clause 15 (and a receiving party remains wholly responsible for any breach of this clause 15 in relation to any Confidential Information received by its personnel); and as required by law, a court of competent jurisdiction or portion thereof is not owned by that particular Partyany regulatory authority.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Party 14.1. The Service Provider may be given access to Confidential Information from the other Party NSDC in order to perform its obligations under this Agreementagreement.
14.2. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party Service Provider shall:
(a) use the Confidential Information of the Disclosing Party NSDC only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing PartyNSDC) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing PartyNSDC;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party Service Provider exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party Service Provider in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party Service Provider has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing PartyNSDC, disclose or otherwise make available the Disclosing PartyNSDC’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party NSDC or any part thereof without the prior written consent of the Disclosing PartyNSDC, except where required for its her own internal use in accordance with this Agreement; and
(e) promptly, promptly upon termination or expiration the request of this AgreementNSDC, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing PartyNSDC, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).Information;
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the 14.3. The obligations of confidentiality herein shall apply contained in this Agreement are intended to each Party only to survive the extent that the Confidential Information or portion thereof is not owned by that particular Partytermination of this Agreement.
Appears in 1 contract
Samples: Empanelment Agreement
Use of Confidential Information. 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party party agrees that receives Confidential Information shall be known as all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”. The Party that discloses Confidential Information shall be known as ) from the disclosing party (“Disclosing Party”.) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software (including SaaS offering), pricing, documentation or technical information provided by QVine (or its agents), performance information relating to the SaaS offering, and the terms of this Agreement shall be deemed Confidential Information of QVine without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not disclose any Confidential Information to anyone other than its affiliates, employees and consultants (“Representatives”) who have a need to know and who agree in writing to keep the information confidential on terms no less restrictive than those contained in this Agreement. Both QVine and Customer will ensure that their respective Representatives comply with this Agreement and will be responsible for any unauthorized use or disclosure of Confidential Information by such Representatives. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:
7.2 (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that the disclosure of Confidential Information is received on would cause substantial harm for which damages alone would not be a confidential basissufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights be entitled to the Receiving Party is granted or implied under this Agreementseek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.3 The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Use of Confidential Information. 7.1 Each Receiving Party may be given access shall not use, copy, or disclose to any third party Confidential Information from Information, except and only to the other Party extent necessary in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “furtherance of the Transaction and for the benefit of the Disclosing Party”.
7.2 The . Receiving Party acknowledges that the all Confidential Information is received on a confidential basisInformation, together with all notes, reports, graphics, records, and that recordings relating thereto, and all copies in written or tangible form, including, but not limited to, reproductions or other media containing such Confidential Information, electronic versions and facsimiles thereof, are the exclusive property of the Disclosing Party or its clients. Receiving Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights return to the Disclosing Party all such Confidential Information, without retaining any copies, notes or extracts, promptly upon the sooner of the Disclosing Party’s request or upon the termination of the business relationship with the Disclosing Party, regardless of the reason for the termination. Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use hereby acknowledges and agrees that the Confidential Information of the Disclosing Party only for purposes of complying with and its obligations under this Agreement andclients has significant commercial value that would be materially diminished by unauthorized disclosure. Accordingly, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed commitments contained in this Agreement with respect are a condition to the Confidential Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s willingness to engage in the Transaction. Receiving Party further agrees that Receiving Party shall not, during and after termination of the discussions concerning the Transaction and/or any business relationship with the Disclosing Party for any reason, use or permit others to use any such Confidential Information. Receiving Party agrees that all Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know shall be and remain the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information sole and exclusive property of the Disclosing Party and/or its clients. Receiving Party agrees that it will not, during the discussion of the Transaction or engagement in any part thereof without business relations with the prior written consent Disclosing Party and at all times thereafter, use or disclose any Confidential Information, proprietary information or trade secrets of the Disclosing Party, except where required for Party and/or of its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User)clients.
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
Samples: Confidentiality Agreement
Use of Confidential Information. 7.1 Each The Receiving Party shall: receive and maintain the Confidential Information in confidence; The receiving Party shall treat Confidential Information as confidential and not disclose it or make it otherwise available to any third parties, with the exception that Affiliates of a Party shall not be deemed to be third parties but shall be aware of the existence of this Agreement and shall be advised by the relevant Party to this Agreement to keep Confidentiality in accordance with any and all provisions of this Agreement. Confidential Information may be given access disclosed in a court proceeding or administrative process due to Confidential Information from a judicial order or decree. The receiving Party will inform the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
7.2 The Receiving Party acknowledges that writing in due time of the disclosure of the Confidential Information is received on a confidential basis, and that ask the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained thereinrecipient to maintain confidentiality. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
7.3 The Receiving Party shall:
(a) use examine the Confidential Information at its own expense; accept the Confidential Information for the sole purpose of evaluation in connection with the Receiving Party's business discussions with the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting Party; not reproduce the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
(c) not, without the prior express written consent of the Disclosing Party, disclose ; not use or otherwise make available utilize the Confidential Information other than as contemplated by the Terms of this Agreement without the express written consent of the Disclosing Party’s ; utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like; comply with any other reasonable security measures requested in writing by the Disclosing Party; and not use the Confidential Information or any part thereof as a basis for the design or cre-ation of any method, system, apparatus or device similar to any party other than those of its directorsmethod, officerssystem, agents, servants, employees, professional advisors, contractors appa-ratus or prospective contractors who need to know device embodied in the Confidential Information for the purposes set forth herein;
(d) not copy or reproduce unless expressly authorized in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the writing by Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
Appears in 1 contract
