Confidential Technical Information definition
Confidential Technical Information means all proprietary scientific, engineering, mathematical or design information, data and material of the disclosing Party including, without limitation, (a) specifications, ideas, concepts, models, and strategies for products or services, (b) quality assurance policies, procedures and specifications, (c) source code and object code, (d) training materials and information, and (e) all other know-how, methodology, processes, procedures, techniques and trade secrets related to product or service design, development, manufacture, implementation, use, support and maintenance.
Confidential Technical Information has the meaning set forth in Section 4.5(b)(ii) of this Agreement.
Confidential Technical Information means, with respect to each Disclosing Party, any confidential Data, Trade Secrets or Technology source code within the Nuance IP or SpinCo IP, as applicable, that is in the Receiving Party’s possession or that the Receiving Party obtains pursuant to the terms of this Agreement, together with any tangible or electronic expressions or embodiments thereof; provided, that “Confidential Technical Information” shall not include information that is or was (i) publicly known at the time of disclosure or thereafter without any breach of this Agreement by the Receiving Party or its Group or (ii) subsequently made known to the Receiving Party or its Group from a source unconnected with either Party or its Group.
Examples of Confidential Technical Information in a sentence
Any Confidential Technical Information disclosed under this Section 6.03 shall continue to be deemed Confidential Technical Information for all purposes hereunder, notwithstanding such disclosure.
The Receiving Party shall take, at its sole expense, all reasonable measures to prevent any prohibited or unauthorized disclosure or use of any Confidential Technical Information, including by its Permitted Recipients, and shall be liable for any breaches of this Agreement by any of its Permitted Recipients, in each case, as if committed by the Receiving Party.
It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party.
A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement.
Except as expressly provided herein, each Recipient agrees that it shall, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party.
More Definitions of Confidential Technical Information
Confidential Technical Information shall also include any physical or tangible items embodying or including any Confidential Technical Information. Notwithstanding the foregoing, Confidential Technical Information shall not include any information which:
Confidential Technical Information and “Technology” shall not mean:
Confidential Technical Information means all Know-How licensed or disclosed by either Party hereunder, whether in written or other tangible or intangible form, including any such information known by either party as a result of the parties being a single entity prior to the Separation Agreement. Disclosure of Confidential Technical Information by one Party (“Disclosing Party”) to the other Party (“Recipient”) hereunder shall be subject to the terms of this Agreement (including Article VI). “Confidential Technical Information” shall also include any physical or tangible items embodying or including any Confidential Technical Information. Notwithstanding the foregoing, Confidential Technical Information shall not include any information which:
Confidential Technical Information means all Know-How, whether in written or other tangible or intangible form, contained or reflected in (1) the Licensed Know-How (except with respect to any DuPont Licensed Engineering and Process Standards and Policies), for which purpose each Party shall be deemed a “Recipient”, and (2) the DuPont Licensed Engineering and Process Standards and Policies, for which purpose CHEMOURS FC and CHEMOURS TT shall be deemed the “Recipient”; including, for example, (i) ideas and concepts for existing products, processes and services; (ii) specifications for products, equipment and processes; (iii) manufacturing and performance specifications and procedures; (iv) engineering drawings and graphs; (v) technical, research and engineering data; (vi) formulations and material specifications; (vii) laboratory studies and benchmark tests; (viii) service and operation manuals; (ix) quality assurance policies, procedures and specifications; and (x) evaluation or validation studies, and (3) Know-How developed by the Recipient using any of the foregoing Know-How (provided, however, data shall not be considered Confidential Technical Information only because of the use of an analytical method that constitutes Confidential Technical Information). If CHEMOURS TT or CHEMOURS FC adopts its own standard or policy using any of the Licensed Know-How (e.g., DuPont Licensed Engineering Standards), such standard or policy would constitute Know-How developed by a Recipient using the Licensed Know-How under the foregoing clause (3) and “Confidential Technical Information”
Confidential Technical Information has the meaning set forth in Section 5.6(b)(ii).
Confidential Technical Information means any or all of RICOH’s Technical Information disclosed, directly or indirectly, to LICENSEE by RICOH heretofore or hereafter under this Agreement, which information shall be indicated as confidential, except: (a) technical information which at the time of its disclosure was in the public domain; (b) technical information which RICOH generally makes available to third parties without restrictions on use or disclosure; (c) technical information which LICENSEE can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from RICOH or from a third party under an obligation of confidence; and (d) technical information which LICENSEE can show was received by it after the time of disclosure from a third party who did not require LICENSEE to hold it in confidence and who did not acquire it, directly or indirectly, from RICOH under an obligation of confidence. All technical information disclosed by RICOH to LICENSEE hereunder shall be presumed to be confidential.
Confidential Technical Information means all Technical Information of one Party disclosed, directly or indirectly, to the other Party hereunder and identified as “Confidential” or “Proprietary”, except Technical Information:
(a) which at the time of disclosure is in the public domain;
(b) which, after disclosure, is published or otherwise becomes part of the public domain through no fault of the recipient;
(c) which was in the possession of the recipient at the time of disclosure and was not acquired, directly or indirectly, from the other Party or its Affiliates or from a third party under an obligation of confidence;
(d) which the recipient, can show was received by it after the time of disclosure hereunder from a third party who did not require the recipient to hold it in confidence and who did not acquire it directly or indirectly from the other Party or its Affiliates under an obligation of confidence; and
(e) which is independently developed by employees or contractors of either Party who did not have access to the other Party’s Technical Information made available under the Agreement. Technical Information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of INFINEUM, KRATON, or their Affiliates. Neither will a combination of features be deemed within the foregoing exceptions merely because individual features are in the public domain or in the possession of INFINEUM, KRATON, or their respective Affiliates unless the combination itself is in the public domain or in the possession of the recipient Party.