Confidentiality Publication. (a) Background Intellectual Property and Project Intellectual Property of a party, as well as other proprietary or confidential information of a party, disclosed by that party to the other in connection with this STTR project shall be received and held in confidence by the receiving party and, except with the consent of the disclosing party or as permitted under this Agreement, neither used by the receiving party nor disclosed by the receiving party to others, provided that the receiving party has notice that such information is regarded by the disclosing party as proprietary or confidential. However, these confidentiality obligations shall not apply to use or disclosure by the receiving party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving party from a source reasonably believed to be independent of the disclosing party or is developed by or for the receiving party independently of its disclosure by the disclosing party.
(b) Subject to the terms of paragraph (a) above, either party may publish its results from this STTR project. However, the publishing party shall provide the other party a thirty-day period in which to review proposed publications, identify proprietary or confidential information, and submit comments. The publishing party shall not publish or otherwise disclose proprietary or confidential information identified by the other party and the publishing party will give full consideration to all comments before publication. Furthermore, upon request of the reviewing party, publication will be deferred for up to _____ additional days for preparation and filing of a patent application which the reviewing party has the right to file or to have filed at its request by the publishing party.
Confidentiality Publication. 5.1 Subject to Clause 5.5, each Party shall keep confidential and not disclose to any third party (other than the Experts, Contributors, Ethics Committee, Regulatory Authority and staff involved in carrying out the Clinical Trial on a need to know basis) any Confidential Information disclosed to it by another Party (the “Disclosing Party”) without the prior written consent of the Disclosing Party. For the avoidance of doubt, the Charity shall be permitted to disclose Confidential Information disclosed to it to CRT and CRT shall be permitted to disclose Confidential Information disclosed to it to the Charity. Any party to whom Confidential Information is disclosed in accordance with this Clause 5.1 shall be:
5.1.1 subject to no less onerous obligations than those contained in this Clause 5 to keep such information confidential; and
5.1.2 advised of its confidential nature.
5.2 The obligations of confidence referred to in Clause 5.1 shall not apply to any part of the Confidential Information which can be proved by evidence in writing:
5.2.1 was known to the recipient Party (the “Recipient Party”) before its disclosure by the Disclosing Party;
5.2.2 was available to the public before that date or was otherwise in the public domain;
5.2.3 becomes available to the public or enters the public domain after that date otherwise than as a result of an act or default of the Recipient Party;
5.2.4 is received by the Recipient Party from a third party not bound to the Disclosing Party by any obligation of secrecy;
5.2.5 is independently developed or generated by the Recipient Party in circumstances where it has not been derived directly or indirectly from the Disclosing Party’s Confidential Information; or
5.2.6 is required to be disclosed by: (i) law, (ii) a Regulatory Authority; or (iii) an order of any court, provided however, that in each such event the Recipient Party required to disclose the Confidential Information shall give prompt notice to the Disclosing Party of such requirement so that such Disclosing Party may seek a protective order or other appropriate remedy to the extent of such disclosure.
5.3 The obligations of the Parties under Clause 5.1 shall survive the expiry or termination of this Agreement for whatever reason for a period of ten (10) years from the date of such expiry or termination.
5.4 Each of the Parties agrees that the provisions of this Clause 5 are fair and reasonable and that money damages are not a sufficient remedy for any breach of t...
Confidentiality Publication. 7.1 With respect to all Confidential Information, each Party agrees as follows:
a. each Party shall treat as confidential, not disclose to Third Parties and preserve the confidentiality of all Confidential Information of the other Party [***];
b. each Party (“receiving Party”) shall use Confidential Information of the other Party (“disclosing Party”) or any of its Affiliates (including but not limited to the disclosing Party’s Background Confidential Information), [***] and/or for the practice of the licenses to the respective Confidential Information granted to such receiving Party under this Agreement, and shall exercise due care to prevent its unauthorized disclosure;
c. Notwithstanding Section 7.1(a) – (b), a Party may: (i) disclose Confidential Information of the other Party in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulation; provided that the disclosing Party (A) provides the other Party with notice of any such required disclosure in advance of such disclosure so that the disclosing Party may seek a protective order or other appropriate remedy, (B) discloses only that portion of the Confidential Information that it is advised by counsel that it is legally required to disclose, and (C) exercises reasonable efforts to cooperate with the disclosing Party should it seek to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information; (ii) [***] (iii) [***] (iv) [***]; so long as, in each case of the foregoing clauses (iii) and (iv), the person and/or Entity to which disclosure is made is subject to confidentiality and non-use obligations at least as protective as the obligations under this Agreement.
d. The obligation to maintain the disclosing Party’s Confidential Information in confidence shall cease [***] after the Expiration or Termination of this Agreement. [***]
Confidentiality Publication. 32 10.1 Confidentiality...............................................................................32 10.2 Exceptions....................................................................................33 10.3
Confidentiality Publication. (a) Background Intellectual Property of a Party and other proprietary or confidential information of a Party disclosed by that Party to the other in connection with the Project shall be received and held in confidence by the receiving Party and, except with the consent of the disclosing Party or as permitted under a future agreement between the Parties, shall neither be used by the receiving Party nor disclosed by the receiving Party to others. These confidentiality obligations shall not apply to use or disclosure of information by the receiving Party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving Party from a source reasonably believed to be independent of the disclosing Party or is developed by or for the receiving Party independently of its disclosure by the disclosing Party. Notwithstanding the foregoing, Project Intellectual Property shall be deemed confidential information of UAS that is disclosed by UAS to COMPANYABC in connection with the Project.
(b) The Parties agree that researchers engaged in the Project on behalf of UAS and/or COMPANYABC will be permitted to present at symposia, national, or regional professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the Project, provided, however, that both Parties shall have been furnished copies of any proposed publication or presentation at least thirty (30) calendar days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party.
(c) Each Party shall have thirty (30) calendar days after receipt of said copies to notify the other that the proposed publication or presentation contains the notifying Party’s proprietary or confidential information. The other Party’s researcher(s) shall not, after receipt of such notification, have the right to proceed with planned publication or presentation without first removing the proprietary or confidential information of the notifying Party that was identified in such notification.
Confidentiality Publication. 17 10.1 Confidentiality.................................................17
Confidentiality Publication. 4.1 Except as otherwise required by law or court order, during the validity of this Agreement and for a period of five (5) years thereafter, XX. XXXXXXXXX shall keep in strict confidence all scientific, business and other information received from CLEMENTIA or obtained or elaborated in connection with XX. XXXXXXXXX’x consultant services under this Agreement (“Confidential Information”). XX. XXXXXXXXX will take all reasonable steps to maintain the confidentiality of the Confidential Information, will not, without the prior written consent of CLEMENTIA, disclose the Confidential Information to any third party nor use the Confidential Information for any purpose other than rendering the services hereunder in accordance with the provisions hereof to the benefit of CLEMENTIA, provided that XX. XXXXXXXXX will not have any obligation to CLEMENTIA with respect to information which:
a) is general public knowledge or becomes general public knowledge through no fault of XX. XXXXXXXXX;
Confidentiality Publication. Licensee shall ensure that its employees and those of its Affiliates and Sub-licensees who have access to any Technical Information of Licensor agree in writing to be bound by appropriate confidentiality and non-use obligations which are no less stringent than those imposed on Licensee hereunder.
Confidentiality Publication. Section 28.01. Except as may be required by law or as may be necessary to effectuate the contemplated transaction or except as set forth below, each of the Contributors, the REIT and the Partnership, individually and on behalf of their representatives, agree that they and their respective representatives shall hold both the terms and conditions of this Agreement and its existence as confidential information and will not disclose such terms, conditions or existence or the fact that the negotiations are taking place, to any third party without the other's consent; provided, however, that the parties hereto may share such information with their advisors and prospective lenders or investors (it being understood that any such party shall send an advance copy of any announcement to the other parties) and that ROP may share any such information with Matrix. This Section shall constitute a binding and enforceable agreement under applicable law.
Confidentiality Publication. (a) The free dissemination of information is an essential and long-standing policy of TEXAS STATE. However, under exceptional circumstances, TEXAS STATE recognizes that it may properly hold in confidence data supplied by a company which TEXAS STATE considers essential for the conduct of a research program. Accordingly, TEXAS STATE's acceptance and use of any proprietary data which may be supplied by COMPANY in the course of this research project shall be subject to the following: The data must be marked or designated in writing as proprietary to COMPANY. Access to proprietary data shall not be a condition precedent to meaningful participation by students at TEXAS STATE
(b) Subject to the terms of paragraph (a) above, either Party may publish its results from this research project. However, the publishing Party shall provide the other Party a thirty-day (30) period in which to review proposed publications, identify proprietary or confidential and patentable information, and to submit comments. The publishing Party shall not publish or otherwise disclose proprietary or confidential information identified by the other Party and the publishing Party will give full consideration to all comments before publication. Furthermore, upon request of the reviewing Party, publication will be deferred for up to sixty (60) additional days for preparation and filing of a patent application which the reviewing Party has the right to file or to have filed at its request by the publishing Party.
