Common use of Uses of Confidential Information Clause in Contracts

Uses of Confidential Information. Subject to the overriding provisions of Subsections 5.3 and 5.4, any TECHNOLOGY or other confidential information which is disclosed by either D&PL or SYNGENTA to the other PARTY may be: (a) Disclosed by the RECIPIENT to any directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN or for the commercial exploitation of the cotton seed containing the GENE, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulations. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTY, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court or litigant, to the extent such disclosure is ordered by a court or government agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take reasonable measures to seek to ensure that the court, other litigants, or government agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTY, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT prior to such disclosure. SECTION 9 -- FORCE MAJEURE

Uses of Confidential Information. Subject to the overriding provisions -------------------------------- of Subsections 5.3 and 5.4, any TECHNOLOGY or other confidential information which is disclosed by either D&PL or SYNGENTA to the other PARTY may be: (a) Disclosed by the RECIPIENT to any directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN or for the commercial exploitation of the cotton seed containing the GENE, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulations. Provided, further, that the PARTY party proposing to so disclose shall give prior notice of that intent to the PARTY party which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTYparty, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court or litigant, to the extent such disclosure is ordered by a court or government agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take reasonable measures to seek to ensure that the court, other litigants, or government agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTY, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT prior to such disclosure. SECTION 9 -- FORCE MAJEURE.

Uses of Confidential Information. Subject to the overriding provisions of Subsections 5.3 and 5.4, any TECHNOLOGY or other confidential information which is disclosed by either D&PL or SYNGENTA to the other PARTY CONFIDENTIAL INFORMATION may be:: ---------------------------------- (a) Disclosed by the RECIPIENT to any of its directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN or for the commercial exploitation of the cotton seed containing the GENERELATED AGREEMENTS, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulations. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information CONFIDENTIAL INFORMATION and permit said other PARTY, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court or litigant, to the extent such disclosure is ordered by a court or government agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that the court, other litigants, or government agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information CONFIDENTIAL INFORMATION and permit said other PARTY, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE date of this AGREEMENT or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT PARTY prior to such disclosure. SECTION 9 -- FORCE MAJEURE.

Uses of Confidential Information. Subject to the overriding provisions of Subsections 5.3 and 5.4, any TECHNOLOGY or other confidential information which is disclosed by either D&PL or SYNGENTA to the other PARTY CONFIDENTIAL INFORMATION may be: (a) Disclosed by the RECIPIENT to any of its directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN or for the commercial exploitation of the cotton seed containing the GENERELATED AGREEMENTS, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulations. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information CONFIDENTIAL INFORMATION and permit said other PARTY, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court or litigant, to the extent such disclosure is ordered by a court or government agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that the court, other litigants, or government agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY proposing to so disclose shall give prior notice of that intent to the PARTY which disclosed such TECHNOLOGY and/or other confidential information CONFIDENTIAL INFORMATION and permit said other PARTY, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE date of this AGREEMENT or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT PARTY prior to such disclosure. SECTION 9 -- FORCE MAJEURE.

Uses of Confidential Information. Subject to the any overriding provisions of Subsections 5.3 and 5.4this Agreement, any TECHNOLOGY or other confidential information which is disclosed by either D&PL or SYNGENTA MONSANTO to the other PARTY party may be: (a) Disclosed by the RECIPIENT to any directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN Agreement or for the commercial exploitation of the cotton seed containing the a LEPIDOPTERAN-ACTIVE GENE, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT Agreement and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulationsmade. Provided, further, that the PARTY party proposing to so disclose shall give prior notice of that intent to the PARTY party which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTYparty, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court Court or litigant, to the extent such disclosure is ordered by a court Court or government governmental agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that the courtCourt, other litigants, or government governmental agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY party proposing to so disclose shall give prior notice of that intent to the PARTY party which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTYparty, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (db) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT prior to such disclosure. SECTION 9 -- FORCE MAJEURE.

Uses of Confidential Information. Subject to the overriding provisions of Subsections 5.3 and 5.4, any Any TECHNOLOGY or other -------------------------------- confidential information which is disclosed by either D&PL CALGENE, or SYNGENTA MONSANTO to the other PARTY party may be: (a) Disclosed by the RECIPIENT to any directors, officers, employees, agents or contractors of the RECIPIENT, to such extent only as is reasonably necessary for fulfillment of the RECIPIENT'S obligations under this LICENSE AGREEMENT or under the COMMERCIAL DEVELOPMENT PLAN Agreement or for the commercial exploitation of the cotton seed containing the GENELICENSED COMMERCIAL SEED, and subject, in each case, to the RECIPIENT'S obligating the person in question to hold the same confidential by written agreement coincident in scope and term with the confidentiality obligation of this LICENSE AGREEMENT Agreement and that person further agreeing not to use the same except for the purposes for which the disclosure is made; (b) Disclosed by the RECIPIENT to any governmental or other authority or regulatory body to the extent required by law. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that such authority or body keeps the same confidential and does not use the same except for the purpose for which such disclosure is made to the extent that confidential treatment is available under applicable statutes or regulationsmade. Provided, further, that the PARTY party proposing to so disclose shall give prior notice of that intent to the PARTY party which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTYparty, at its option, to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; (c) Disclosed to a court Court or litigant, to the extent such disclosure is ordered by a court Court or government agency of competent jurisdiction. Provided, however, that the RECIPIENT shall take all reasonable measures to seek to ensure that the courtCourt, other litigants, or government agency keep the same confidential and does not use the same except for the purpose for which such disclosure is made. Provided, further, that the PARTY party proposing to so disclose shall give prior notice of that intent to the PARTY party which disclosed such TECHNOLOGY and/or other confidential information and permit said other PARTYparty, at its option to contest said requirement and to seek confidential treatment of such TECHNOLOGY or information; and (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to any other person, to the extent only that it is on the EFFECTIVE DATE or thereafter becomes, public knowledge through no fault of the RECIPIENT, or is disclosed to the RECIPIENT by a third party as a matter of right, or can be shown by the RECIPIENT by written records to have been known to the RECIPIENT prior to such disclosure. SECTION 9 -- FORCE MAJEURE