Additional Confidentiality Obligations Sample Clauses

Additional Confidentiality Obligations. Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; (b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or (c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

Additional Confidentiality Obligations. (a) Each Eligible Holder shall keep confidential (i) all deferrals by the Company under Section 2(a)(ii)(2) and Section 2(d)(iv) hereof when any such a deferral is in effect, (ii) the certificates referred to in Section 2(a)(ii)(2) and Section 2(d)(iv)(B) above and their respective contents, and (iii) all notices from the Company related to any potential or pending registration, unless and until otherwise notified by the Company, except (A) for disclosure to such Eligible Holder’s employees, officers, directors, agents, legal counsel, accountants, auditors and other professional representatives and advisers who reasonably need to know such information solely for purposes of assisting the Eligible Holder with respect to its investment in Common Stock and agree to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners or other direct or indirect investors who have agreed to keep such information confidential, (C) if and to the extent such matters are publicly disclosed by the Company or any of its subsidiaries or any other Person (except to the extent that such other Person learned of such confidential information as a result of disclosure by the Eligible Holder in violation of this Agreement) that, to the knowledge of such Eligible Holder after inquiry, was not prohibited or restricted from disclosing such information by a contractual, legal or fiduciary obligation and (D) the release of such information is requested or required by law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided that the Eligible Holder gives prompt and timely written notice prior to such disclosure, to the extent permitted by law, and shall reasonably cooperate with the Company should the Company, at the Company’s sole expense, desire to seek a protective order prior to disclosure). (b) Each Eligible Holder acknowledges that certain information provided to Eligible Holders may constitute material non-public information under applicable securities laws (which may include the fact that a potential registration or offering is contemplated). Each Eligible Holder acknowledges that applicable securities laws limit trading in securities while in possession of material non-public information.

Additional Confidentiality Obligations. Upon written request of Licensee, Institute agrees to cooperate in good faith with Licensee and Memorial Sloan Kettering Cancer Center (“MSK”) in order to enter into a mutually agreed tripartite confidentiality and non-disclosure agreement with Licensee and MSK, which agreement shall provide for the obligations of non-disclosure with respect to information shared between the Parties and MSK for the purposes of furthering the activities under this Agreement and the Research Agreement.

Additional Confidentiality Obligations. Except for such disclosure as is necessary not to be in violation of any Applicable Laws, applicable Exchange policy, or valid court order or pursuant to any legal requirement or legal process of any Governmental Authority (in which case the disclosure must be made in accordance with Section 6.3), no Party shall, nor shall it permit any of its Representatives or Affiliates to, without the prior written consent (not to be unreasonably withheld) of the other Parties, disclose to any Person: (a) the contents (or any part or summary thereof) of this Agreement or the other Transaction Documents; (b) any terms, conditions or other matters or arrangements that are being or have been discussed or negotiated in relation to the transactions contemplated by this Agreement or the other Transaction Documents, (collectively, the “Terms Information”) except that a Party may disclose the Terms Information to its Representatives who have a reasonable need- to-know, conditional upon: (i) prior to making any such disclosure, the Party first informs its Representatives of the confidential nature of the Terms Information and ensures that its Representatives are subject to confidentiality duties or obligations to it which are no less restrictive than the terms and conditions of this Section 6.7 and which limit any further disclosure or use of the Terms Information; and (ii) such disclosure being the minimum amount necessary to satisfy the need-to-know.

Additional Confidentiality Obligations. Subject to this Clause 8.2, University agrees to maintain as secret and confidential all Licensed Compound Know-How and not to use such information for any purpose except the Purpose after the Effective Date. University may disclose such information under conditions of confidentiality to its patent agents and other appropriate advisors and to any other licensees under the Licensed Technology (to the extent that University is permitted to grant such licences under the terms of this Agreement).

Additional Confidentiality Obligations. Except as otherwise permitted by this Agreement or required by applicable federal, state or local law or regulation, Recipient shall not, nor permit any of its Representatives to, disclose to any person: (a) That the Confidential Information has been made available to Recipient or its Representatives, or that it has inspected any portion of the Confidential Information; (b) That discussions or negotiations may be, or are, underway between IPC and Recipient regarding the Confidential Information or the Purpose, including the status thereof; or (c) Any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, including the Washington Public Records Act, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; or (b) any details of any matters that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

Additional Confidentiality Obligations. If the Customer gains access to the Linx’s information systems, the Customer undertakes the following additional confidentiality obligations: (a) Customer will conform with Linx information security requirements, policies and procedures relevant to the Framework Agreement; (b) Customer will grant Linx the right to audit Customer processes and controls related to the Framework agreement; (c) Customer will apply controls for limiting access to Linx’s Information and for performance review, monitoring, reporting and auditing as required; (d) Customer will measure and report on the effectiveness of the controls applied and correct any issues found;

Additional Confidentiality Obligations. Except as otherwise provided under Public Records Laws, during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying each party’s obligations pursuant to this Agreement, and shall be held in confidence. Except as otherwise provided under Public Records Laws, neither party will disclose such Confidential Information to any third party, without the written consent of the other party, except that either party may disclose Confidential Information during the course of any independent or regulatory audit in which information disclosed remains non‐public. All Confidential Information furnished by the parties to each other in connection with this Agreement is the exclusive property of the furnishing party, and, unless otherwise provided under Public Records Laws, at the request of that party or upon termination of this Agreement, the other party shall promptly return to the furnishing party all such information without copying such information. Except as otherwise provided under Public Records Laws, neither party will disclose, furnish, or use Confidential Information in any way whatsoever not specifically contemplated under this Agreement without the prior written consent of the other party. The parties agree that Confidential Information is exempt from publication under the applicable Public Records Law unless and until the furnishing party has the ability to review the relevant information and object to publication. Except as otherwise provided under Public Records Laws, each party shall take measures to prevent its agents, employees, and Subcontractors from using, any Confidential Information to which it becomes privy.