Confidentiality and Publication Clause Samples
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Confidentiality and Publication. 4.1 Any information which is disclosed by ▇▇▇▇▇▇▇ to the Recipient or the Recipient Scientist in connection with the Research Project and/or the Original Material ("Confidential Information") shall remain confidential to, and the property of, ▇▇▇▇▇▇▇. The Recipient and the Recipient Scientist hereby agree that for so long as the Confidential Information remains confidential in nature, the Recipient and the Recipient Scientist shall keep the Confidential Information secret. Upon request, the Recipient shall inform ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Scientist on the status of its research. The Recipient Scientist will inform ▇▇▇▇▇▇▇ at least 30 days in advance of the submission of any potential publication of any form (abstract, manuscript, review, oral presentation, patent application etc.) related to the use of the Material and/or Modifications or the Research Project. If ▇▇▇▇▇▇▇ believes that co-authorship is required, ▇▇▇▇▇▇▇ and Recipient Scientist shall discuss in good faith co-authorship of all oral or written publications. If ▇▇▇▇▇▇▇ does not require co-authorship, the Recipient Scientist shall acknowledge ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Scientist as the source of the Material in all publications reporting use of the Material and/or Modifications. The Recipient Scientist shall reference the following publication(s) in all publications reporting the use of the Material: ▇▇▇▇▇▇ J; ▇▇▇▇▇▇▇ L, ▇▇▇▇▇▇▇▇ H, ▇▇▇▇▇▇▇▇▇▇▇▇ S, ▇▇▇▇▇▇▇▇ E, ▇▇▇▇▇▇▇▇ D, ▇▇▇▇▇▇▇ G (1991). "Transgenic mice expressing human tumour necrosis factor: a predictive genetic model of arthritis." EMBO J.; 10(13); 4025-31. If ▇▇▇▇▇▇▇ believes that the publication contains any Confidential Information it shall so notify the Recipient Scientist. Recipient shall proceed to implement the amendments requested by ▇▇▇▇▇▇▇ including the removal of any Confidential Information, with every effort made so that such amendments made will not compromise the timing nor the scientific value of the publication or presentation.
Confidentiality and Publication. Subject to the remaining provisions of this clause 8, each Party will treat all Confidential Information of any other Party as confidential and will not, without the consent of the other relevant Party, disclose or permit the same either to be disclosed to third parties or to be used, except solely as contemplated by this Agreement. Each Party must use all reasonable endeavours to ensure that its representatives comply with the obligations of confidentiality imposed upon it under this clause 8 as if those representatives were bound in the same way. Each Party must advise each other Party as soon as practicably possible of any breach of any confidentiality obligations under this Agreement of which it becomes aware. A Party may disclose Confidential Information if required to do so by law or to its professional advisers, subject to the relevant adviser being bound by similar obligations of confidentiality, or if necessary, entering into an appropriate confidentiality undertaking. A Party may publish the Project IP, subject to it complying with the following: prior to any publication, the Party must provide the other Party with full details of the Project IP it proposes to publish and the nature of the publication; and the other Party must notify the first Party whether permission to publish has been granted or refused within 30 days of the request (or such other period as may be set out at Item 7 of the Schedule) (Period); and if the other Party fails to notify the first Party of its decision under clause 8.5(b) within the Period shall be deemed to have consented to the proposed publication by the first Party; and any other Party may only refuse a request to publish if, in that other Party’s reasonable opinion, the publication is likely to jeopardise: the protection of Project IP (as applicable) under any statute of monopoly; or the successful commercialisation of the Project IP by the Party with such rights, or
Confidentiality and Publication. 5.1. The Party receiving Confidential Information hereunder (“Receiving Party”) undertakes to the Party disclosing such Confidential Information (“Disclosing Party”) to keep the Confidential Information of the Disclosing Party, secret and confidential, using the same care as it uses to protect its own Confidential Information. The Receiving Party undertakes to not disclose, divulge or enable access to Confidential Information of the Disclosing Party to any third party or otherwise make unauthorised use of such information during or after the Term except as required by applicable law and to use such Confidential Information only for the performance of its obligations under this Agreement.
5.2. The Receiving Party shall procure that the obligations in this Clause 5 are observed by its employees, officers and agents, sub‐licensees, and by any other party retained by the Receiving Party, and that all such persons are bound by a written agreement containing obligations of confidentiality at least as stringent as those provided herein.
5.3. The Receiving Party shall notify the Disclosing Party immediately after it becomes aware of any unauthorized disclosure or breach of the confidentiality obligations set forth in this Clause 5. The Parties (or the respective Party, as the case may be) will take all such steps as are necessary to prevent further disclosure or breach.
5.4. The provisions of this Clause 5 shall not apply to:
a) any information that is in the public domain at the date of its disclosure to the Receiving Party, or that thereafter enters into public domain other than by breach of this Agreement or any other confidentiality agreement;
b) any information that had already been in the possession of the Receiving Party at the moment of its disclosure by the Disclosing Party, other than under an obligation of confidentiality;
c) any information obtained by the Receiving Party from a third party without any obligation of confidence, provided that such third party is not in breach of a confidentiality agreement with the Disclosing Party in relation to the information obtained;
d) any information that has been independently developed by the Receiving Party without the aid, application, use of or reference to any of Confidential Information of the Disclosing Party.
5.5. The Licensors (either jointly or separately, and including their officers, researchers, and employees) shall have the right to make publication of the results and findings generated from their ...
Confidentiality and Publication. During the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the...
Confidentiality and Publication. 16 8 TERMINATION .............................................................. 19 9 GENERAL ..................................................................
Confidentiality and Publication. 4.1 Any information which is disclosed by ▇▇▇▇▇▇▇ to the Recipient or the Recipient Scientist in connection with the Research Project and/or the Original Material ("Confidential Information") shall remain confidential to, and the property of, ▇▇▇▇▇▇▇. The Recipient and the Recipient Scientist hereby agree that for so long as the Confidential Information remains confidential in nature, the Recipient and the Recipient Scientist shall keep the Confidential Information secret. Upon request, the Recipient shall inform ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ Scientist on the status of its research.
Confidentiality and Publication. 5.1 The Parties are obligated to keep confidential (i) the terms of the Amendment; and (ii) all infor- mation concerning the other Party received as part of the negotiations concerning the conclu- sion and fulfilment of the Amendment.
Confidentiality and Publication. 3.1 The Recipient agrees to hold and to procure the holding in strictest confidence of the Data and Data Provider’s confidential information relating to the Data(“Information”). These obligations of confidentiality do not apply to Information which:
a) was lawfully in the Recipient’s possession or control prior to the date of disclosure; or
b) was in the public domain or enters into the public domain through no improper act on the Recipient’s part or on the part of any of the Recipient’s employees; or
c) is given to the Recipient from sources independent of the Data Provider; or
d) was independently developed by the Recipient without the knowledge of the Information provided by the Data Provider as evidenced by contemporaneous written records; or
e) must be disclosed for minimum lawful compliance with court orders, regulations or statutes.
3.2 The Recipient understands that the Data are confidential. The Recipient shall keep the Data secure and ensure that no-one other than the Recipient Scientist and the employees under the direct supervision of the Recipient Scientist who have a need to have access to the Data for the purposes of the Research Programme have access to them and authorized third parties subject to appropriate access agreements.
3.3 These obligations of confidentiality and non-use shall survive termination of this Agreement for a period of three (3) years.
3.4 The Recipient is free to publish the results of the Research Programme provided that the Recipient shall acknowledge the Originator as the source of the Data in any publication which mentions the Data. A copy of any proposed publication shall be submitted to the Authority for their written approval in advance of publication, any such publication shall acknowledge the support of the Authority .
Confidentiality and Publication. 25 5.1 CONFIDENTIALITY..............................................................................25 (a) Nondisclosure Obligation.....................................................................25 (b) Disclosure to Agents.........................................................................26 (c) Disclosure to a Third Party..................................................................26 5.2 PUBLICITY....................................................................................26 5.3 PUBLICATION..................................................................................27
Confidentiality and Publication. This Agreement shall not be interpreted to prevent or delay publication of Research findings resulting from the use of the Material or from its Modifications. The Recipient shall supply the Provider with a copy of all publication draft. The Recipient understands The Provider may forward such draft for Inserm’s review, as necessary. In accordance with scientific customs, the contributions of those who have made Material available or of collaborators, if any, from Inserm will be reflected expressly in all written or oral public disclosures concerning Research using the Material by acknowledgement or co-authorship, as appropriate. The origin of the Material and any applicable patent notices must be included in such disclosures.