Confidentiality and Restrictions on Use Sample Clauses
Confidentiality and Restrictions on Use. 2.1 Recipient agrees that all Materials will be deemed confidential and used solely for the Limited Purpose. Recipient and its Affiliates, partners, representatives, agents, employees, officers, directors, managers, members, legal and financial advisors and/or any and all persons directly or indirectly acting for or with Recipient (collectively, the “Representatives”) shall not at any time, directly or indirectly, publish, make known or in any manner disclose any Materials to any individual or entity for any other purpose, except with the express prior written consent of Discloser. Further, prior to disclosing any Materials to its Representatives, Recipient shall inform them of the confidential nature of the Materials and of the terms of this Agreement and require them to abide by all the terms included herein. Recipient shall promptly notify Discloser of any unauthorized release, disclosure or use of the Materials.
2.2 If Recipient or any of its Representatives is requested or required to disclose any Materials in connection with any legal, judicial, regulatory or administrative proceeding or investigation (including in connection with any pre-trial discovery), Recipient shall notify Discloser promptly of the existence, terms and circumstances surrounding such a request or requirement so that Discloser or the applicable Protected Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If Discloser or the applicable Protected Party elects to seek a protective order or otherwise challenge the disclosure request, Recipient agrees to cooperate at no cost to Recipient (and to cause each of its Representatives to cooperate at no cost to such Representatives) to the extent legally permissible regarding the timing and content of such disclosure. If Recipient or any of its Representatives is nonetheless compelled or required by governmental authority, agency or regulation to disclose any such Materials, Recipient may disclose such Materials to the extent and as compelled or required without liability hereunder so long as (i) Recipient provides Discloser with written notice of the Materials or matter to be disclosed as far in advance of its disclosure if and as is practicable, and (ii) Recipient uses its reasonable efforts to obtain (and to cause its Representatives to use reasonable efforts obtain) assurances that confidential treatment will be accorded to such Materials.
2.3 Recipient shall use ...
Confidentiality and Restrictions on Use. A. The Licensee hereby covenants and agrees that, except as otherwise expressly permitted herein: (a) the Licensee will only use the Confidential Information for performance of the Services and not for its own benefit or for any other purpose; (b), Confidential Information will maintained by the Licensee as confidential and only be disclosed on a “need-to-know” basis to individuals who have been apprised of the confidential nature of the information, who are employees, consultants, or subcontractors of the Licensee, and who are bound to the Licensee by obligations of confidentiality that are no less restrictive than those contained herein (such individuals, employees, consultants, and/or subcontractors to be sometimes collectively referred to herein as the “Authorized Representatives”), (c) the Licensee will handle and protect the Confidential Information using the same internal security procedures and degree of care regarding confidentiality as similar information belonging to the Licensee (but not less than reasonable care); (d) the Licensee will not disclose, publish, or provide access to the Confidential Information to any person, firm, corporation, or other organization without the prior written consent of Fairfax Water.
Confidentiality and Restrictions on Use. You acknowledge that the title of the Software, all maintenance modifications, copies and enhancements to the software remain the sole property of Genesis. Further you agree to use one access Subscription license per individual user.
Confidentiality and Restrictions on Use. Codexis and Takeda shall not, directly or indirectly, publish, disseminate or otherwise disclose, deliver or make available to any person outside their respective organizations any of the other Party’s Confidential Information, and shall not use any of the other Party’s Confidential Information for any purposes other than those purposes contemplated in this Agreement. Codexis and Takeda may disclose the other Party’s Confidential Information to their respective directors, officers, employees, consultants and legal or financial advisors solely to further the purposes of this Agreement; provided, each is subject to obligations of confidentiality and non-use of such Confidential Information to substantially the same extent as set forth in this Agreement.
Confidentiality and Restrictions on Use. You acknowledge that We own all right, title and interest in and to the Services and any software or hardware used to provide the Services, in whole or in part, including the title of the Software, all maintenance modifications, copies and enhancements to the software remain the sole property of Genesis Global Technologies.
Confidentiality and Restrictions on Use. The terms of the CDA shall continue and are hereby incorporated herein and shall govern disclosure made under this MTEA . The Background Property and Materials of each Party are Confidential Information of such Party.
Confidentiality and Restrictions on Use. 5.1. Notwithstanding any other provisions of this Agreement, the Customer agrees that it will only authorise as Users under the terms of this Agreement its directors, officers and employees. The Customer may not allow any other persons to have access to or make use of any of the Content. In the event of any breach of this Clause by the Customer, Now-Casting may, at its sole discretion, terminate access to the Content without notice and/or terminate this Agreement with notice.
5.2. The Customer agrees that access to the Content is limited to Users, and the Customer expressly acknowledges that all Content made known or provided to the Customer by Now-Casting pursuant to this Agreement and any information and data included therein or derived therefrom is confidential and proprietary to Now-Casting and constitutes or incorporates trade secrets of Now- Casting. All such Content is, and shall remain the sole property of Now-Casting. Now-Casting grants to the Customer the right to reproduce any parts of the Content that consist in predictions or forecasts of macroeconomic series, or historical series of such predictions or forecasts, whether in the form of tables or charts, in materials that the Customer publishes, provided (a) that the Customer shall not sell or distribute for profit any such publication, and (b) that the Customer clearly identifies such materials as having been produced by and remaining the property of Now- Casting (Reference should be: “Now-Casting Economics Ltd.”).
5.3. Notwithstanding any contrary provisions of this Agreement, the Customer shall have the right solely to authorise Users to copy, archive and use the Content in a manner that is necessary for, and consistent with internal use by the appropriate sections, departments or divisions of the Customer in which Users are located or employed.
5.4. The Customer agrees to cite Now-Casting as the source and owner of the Content and data derived from the Content when making such Content available to third parties in any permissible manner.
5.5. The Customer agrees that it will not sell or otherwise provide the Content obtained from Now- Casting to third parties in computer readable form.
5.6. The Customer agrees not to remove or destroy any copyright, trademark or other proprietary markings or legends placed upon or contained in the Content and to include all such markings on all copies as may be made by the Customer.
Confidentiality and Restrictions on Use. Licensee acknowledges that the Software constitutes confidential and proprietary information of Motorola. At all times (both during the term of this License Agreement and thereafter) Licensee must hold the Software in the strictest confidence and may not use the Software in any manner or for any purpose other than as permitted herein and shall not disclose the Software to, or allow use by, any person or entity other than employees or agents of Licensee. The Software may not be accessed through remote access. LICENSEE MAY NOT RENT, SUBLICENSE, LEASE, OR ASSIGN THE SOFTWARE TO OTHERS, AND LICENSEE MAY NOT ALTER, MODIFY, DECOMPILE, DISASSEMBLE, OR REVERSE ENGINEER THE SOFTWARE. Licensee agrees to keep any passwords which allow access to the Software confidential. Licensee will advise its employees and contractors of the confidential nature of the Software and passwords. Licensee agrees to notify Motorola immediately upon discovery of any unauthorized disclosure or use of the Software and to cooperate with Motorola in every reasonable way to help Motorola regain possession of the Software and/or to prevent further unauthorized use or disclosure of the Software.
Confidentiality and Restrictions on Use