Confidentiality and Restricted Use Sample Clauses
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Confidentiality and Restricted Use. 13.1 Except as specifically set forth elsewhere in this Agreement, each Party shall use only for purposes of this Agreement, and, except as permitted in this Agreement, shall keep confidential and not communicate to any Third Party, all of the Confidential Information received or otherwise learned pursuant to this Agreement including without limitation Confidential Information exchanged prior to the Effective Date relating to the subject matter of this Agreement.
13.2 Each Party shall communicate the Confidential Information of the other Party only to its employees and Third Parties (including, but not limited to actual and potential funding partners, consultants, CSPs and Sublicensees) who need to know such Confidential Information in order to perform this Agreement and who have agreed to abide by confidentiality and restricted use obligations at least as stringent as those set forth herein (the “Permitted Recipients”). Each Party shall be responsible to the other Party for any breach by its Permitted Recipients of such obligations.
13.3 The confidentiality and restricted use obligations set forth herein shall not apply to Confidential Information with respect to which the receiving Party can reasonably prove:
13.3.1 was already lawfully in such Party’s possession at the time of its disclosure hereunder, and not subject to any obligation of confidentiality or restricted use;
13.3.2 is in the public domain at the time of disclosure or becomes in the public domain after disclosure to the receiving Party through no action, fault or omission of the receiving Party;
13.3.3 is lawfully received by the receiving Party from a Third Party, provided that such Third Party is not subject to any obligation of confidentiality or restricted use with respect thereto;
13.3.4 is independently developed by the receiving Party without using any of the Confidential Information received hereunder;
13.3.5 that the receiving Party is required to disclose pursuant to applicable law, regulation or decision or order of any competent court, tribunal, governmental authorities or Drug Regulatory Authority, provided that the receiving Party has promptly disclosed such obligation to the disclosing Party and cooperates with the disclosing Party in efforts to (i) limit the extent of such disclosure to what is required to comply with the applicable law, regulatory, or decision, and (ii) obtain confidential treatment of the Confidential Information required to be disclosed.
13.4 The obligat...
Confidentiality and Restricted Use. (a) The confidentiality obligations of that certain letter agreement, dated as of May 15, 2019 (the “Confidentiality Agreement”), by and between SK Capital Partners, LP and Seller are incorporated into this Agreement by reference and shall continue in full force and effect until the Closing, at which time the confidentiality obligations under the Confidentiality Agreement shall terminate; provided, however, that Purchaser’s confidentiality obligations shall terminate only in respect of that portion of the Proprietary Information (as defined in the Confidentiality Agreement) to the extent relating to the Purchased Assets, Assumed Liabilities or the PP&S Business, and Purchaser’s other confidentiality obligations under the Confidentiality Agreement shall continue in full force and effect in accordance with the terms thereof; provided, further, that (i) the Confidentiality Agreement is hereby amended to include in the definition of “Representatives” contained therein all of the existing or prospective equity investors, co-investors and Debt Financing Sources of Purchaser and its Affiliates, including each Guarantor and its and its Affiliates’ existing or prospective equity investors, co-investors and Debt Financing Sources, (ii) the execution of this Agreement shall constitute written consent of Seller pursuant to the Confidentiality Agreement to all actions by Purchaser and its Affiliates expressly contemplated by this Agreement and (iii) SK Capital Partners, LP is an express third-party beneficiary of each waiver to, or amendment of, the Confidentiality Agreement contained herein. As soon as reasonably practicable after the date hereof, to the extent Seller has not previously done so, Seller shall instruct each Person (other than Purchaser and its Representatives (as such term is defined in the Confidentiality Agreement)) in possession of confidential information related to the PP&S Business, the Purchased Assets or the Assumed Liabilities that was furnished in the last two years by or on behalf of Seller or its controlled Affiliates in connection with any actual or potential proposal by such Person to acquire the PP&S Business or any Purchased Assets (or any portions thereof) to promptly return or destroy all such information. Prior to the termination of this Agreement, Seller shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, any confidentiality agreement to which Seller or any of its Affiliates ...
Confidentiality and Restricted Use. Each Receiving Party of Confidential Information hereunder acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that, for a period of five (5) years following the expiration or termination of this Agreement, such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than in furtherance of such Party’s performance of its obligations hereunder; (iii) shall not be shared with or disclosed to any Affiliate or internal operating division of the Receiving Party other than the Receiving Party’s core internal functions and the Receiving Party’s operating division(s) directly responsible for performance under this Agreement; and (iv) without limiting the foregoing, shall not be disclosed by the Receiving Party to any person or entity, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of the Disclosing Party.
Confidentiality and Restricted Use. Each Party (Receiving Party) shall protect the Confidential Information of the other Party (Disclosing Party) from unauthorized use or disclosure and use at least the same standard of care as it uses to protect its own Confidential Information and to make sure that its and its Affiliates’ employees, agents, consultant and clinical investigators only make use of the Disclosing Party’s Confidential Information for the purposes expressly authorized or contemplated by this Agreement.
Confidentiality and Restricted Use. 5.1. Recipient shall:
5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination;
5.1.2. use Confidential Information only for the Project;
5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient’s work in relation to the Project.
5.2. The obligations in Clause 5.1 shall not apply for Confidential Information that:
5.2.1. was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of:
a) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or
b) a breach by a third party of any other obligation or duty of confidentiality or non- disclosure relating to that information that Recipient is or ought to be aware of;
5.2.2. was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use;
5.2.3. is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or
5.2.4. is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority:
a) inform Discloser of the circumstances of the disclosure and the information that will be disclosed as soon as reasonably practicable;
b) permit Discloser in its absolute discretion to seek to obtain an injunction or take other appropriate action to protect the Confidential Information;
c) take all such steps as may be reasonable and pr...
Confidentiality and Restricted Use. Client hereby expressly agrees:
2.1 Except as otherwise required by the Maryland Public Information Act or other applicable law, to hold the CI in strict confidence and use any CI only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, Client undertakes (a) not to make any commercial use of any CI; and (b) not to use any CI for the benefit of itself or of any third party other than pursuant to a further agreement with Provider.
2.2 that without the prior written consent of Provider, Client will not in any manner or at any time publish or disclose, disseminate or otherwise provide the CI, in whole or in part, to any person or entity except to such of its Affiliates and/or Representatives as are directly concerned with the Purpose and whose knowledge of the CI is essential for the Purpose (“Permitted Person”), except as otherwise required by the Maryland Public Information Act or other applicable law.
2.3 to safeguard the CI in the same manner as Client would safeguard its own information of a similar nature, but with no less than reasonable care under the circumstances.
2.4 to institute and maintain appropriate security measures to carry out the Purpose including limiting the disclosure of the CI to the Permitted Person
2.5 that it shall immediately inform or advise Provider of any unauthorized use or disclosure, misappropriation or misuse by any person or entity of any CI upon Client having actual notice or actual knowledge of the same or having any reason to suspect such unauthorized use or disclosure or misappropriation.
2.6 Unless specifically requested to do so by Provider, Client shall be prohibited from analyzing the composition of or modifying, changing, merging, adapting, translating, reverse engineering, decompiling, disassembling or preparing works derived from any Equipment or the CI.
2.7 Client may disclose CI if and to the extent that it is compelled or required to do so by a court or other authority that has jurisdiction over Client. Before making such a disclosure Client shall advise Provider of such required disclosure promptly upon learning thereof in order to afford Provider a reasonable opportunity to contest, limit and/or assist Client in complying with any such requirement for disclosure.
2.8 The obligations of confidentiality under this NDA shall not apply to any part of the CI which (i) Client can demonstrate, by its written records, is already known to Client, free o...
Confidentiality and Restricted Use. Subject to Sections 1.4, 1.5 and 1.6, a Receiving Party agrees that:
(a) it shall not, directly or indirectly, use the Confidential Information furnished to it by or on behalf of the Disclosing Party, for any purpose other than in connection with the investment by Bell in the Company or the commercial relationship established under the Master Supply Agreement;
(b) the Confidential Information shall be kept confidential;
(c) it shall not, in any manner whatsoever, disclose or disseminate the Confidential Information (in whole or in part) furnished to it hereunder to any person, provided that, subject to the terms and conditions of this Agreement, any disclosure of the Confidential Information may be made to:
(i) any Affiliate, officer, director, employee, accountant, auditor or attorney of the Receiving Party (collectively, "Representatives") who needs to know such Confidential Information in connection with the investment by Bell in the Company, the commercial relationship established under the Master Supply Agreement, the performance of services for the Receiving Party or the business operations of the Receiving Party and who has agreed or is otherwise obligated to abide by the terms of this Section 1; and
(ii) any other person upon the prior written consent of the Disclosing Party.
Confidentiality and Restricted Use. Each Party (Receiving Party) shall protect the Confidential Information of the other Party (Disclosing Party) from unauthorized use or disclosure and use at least the same standard of care as it uses to protect its own Confidential Information and to make sure that its and its Affiliates’ employees, agents, consultant and clinical investigators only make use of the Disclosing Party’s Confidential Information for the purposes expressly authorized or contemplated by this Agreement. All Confidential Information disclosed by the Developing Party to the Non-Developing Party in connection with any Proprietary Combination Product or any Proprietary Combination Study [***] shall constitute Confidential Information of [***] and shall be treated as such by [***] in accordance with this Section 14. For clarity, [***] Technology and [***] Technology (and records containing details of the same) shall be deemed to be the Confidential Information of the Party or Parties which owns such [***] Technology or [***] Technology, as applicable pursuant to the terms of this Agreement (e.g., jointly owned Collaboration IP and Joint Patents (and records containing details of the same) shall constitute Confidential Information of both Parties).
Confidentiality and Restricted Use. Each Receiving Party of Confidential Information hereunder acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that, for a period of five (5) years following the expiration or termination of this Agreement, such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than in furtherance of such Party’s performance of its obligations hereunder; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any person or entity, except (1) in each case as otherwise expressly permitted by the terms of this Agreement, (2) with the prior written consent of an authorized representative of the Disclosing Party, or (3) its employees, officers, directors, managers, and professional advisors who have a need to know such information to perform such Party’s obligations under this Agreement and who are bound by a legal, ethical or contractual obligation at least as stringent as those contained herein to not use and keep confidential such Confidential Information.
Confidentiality and Restricted Use. 9.1. During the life of this Memorandum of Agreement and for a period of ten (10) years following its expiration and/or cancellation for any reason whatsoever, each of the Parties agrees, absent any provision to the contrary in this Memorandum of Agreement, (i) not to disclose to any Third Party information of any kind received from the other Party within the context of the execution of this Memorandum of Agreement unless such disclosure is necessary to carry out the provisions of this Memorandum of Agreement and (ii) not to make use of said information except for the needs of this Memorandum of Agreement.
9.2. However, the confidentiality and restricted use obligations defined under Article 9.1 above shall not apply to information: • that is publicly disclosed or known, or that comes to be disclosed or known, other than by the failure by the Party having received same to perform its obligations under this Article IX, • that was already known to the Party that received it at the time it was disclosed to it by the other Party, • that the Party receiving same might receive from a Third Party subsequent to its disclosure by the other Party, absent any failure by said Third Party to comply with any Confidentiality obligation benefiting it, • that the Party receiving them might develop on its own subsequent to its disclosure by the other Party, independently and without the use of the information received from the latter.