EXCHANGE OF INFORMATION AND CONFIDENTIALITY Sample Clauses
The "Exchange of Information and Confidentiality" clause governs how parties share information during their relationship and sets rules for protecting sensitive or proprietary data. Typically, it outlines what types of information must be exchanged, the methods for doing so, and the obligations each party has to keep certain information confidential, such as trade secrets or business plans. This clause is essential for ensuring that necessary information flows between parties while safeguarding against unauthorized disclosure, thereby protecting business interests and maintaining trust.
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EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Each Party shall hold the Confidential Information disclosed to it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the performance of this Agreement.
6.2 The Party that releases, exchanges, or discloses Confidential Information (the “Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, the receiving Party agrees to treat such information as confidential to the extent that a reasonable person would consider such information to be confidential given the content and circumstances of the disclosure.
6.3 Neither Party shall disclose any Confidential Information received from the other Party (or Novartis and/or any of their Affiliates where applicable) under or in connection with this Agreement, or otherwise developed by any party in the performance of activities in furtherance of this Agreement, except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) to whom disclosure is necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement (and in the case of the Licensor, under the terms of the Head Licence); provided that (1) any such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) is bound by written obligations of confidentiality and non-use (i) at least as restrictive as those set forth in this Clause 6 and (ii) enforceable by the Disclosing Party (and where the Confidential Information belongs or relates to Novartis or its Affiliates, enforceable by Novartis) and (2) the receiving Party remains liable for the compliance of such officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies (and in the case of the Licensor to Novartis and/or any of its Affiliates) with such obligations.
6.4 The obligations in Clauses 6.1, 6.2 and 6.3 shall not apply to the following as established by reasonable, contemporaneous written records or other proof:
(a) information which at the time of disclosure is in the public domain; or
(b) information which, after its disclosure, becomes part of the public domain by publicatio...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. With a view to facilitating the effective application of their respective competition laws, the competition authorities may exchange non-confidential information.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. ISO-NE and NYISO are authorized and agree to exchange and share such information as is required for the Coordination Committee to perform its duties and for the Parties to fulfill their obligations under this Agreement. Any Party that receives Confidential Information or Critical Energy Infrastructure Information (“CEII”) pursuant to this Article 6 (the “Receiving Party”) shall treat such information as confidential subject to the terms and conditions set forth in Section 6.5 of this Agreement.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI.
6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field.
6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employe...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. The competition authority of a Party, upon request of the competition authority of the other Party, shall endeavor to provide non-confidential information to facilitate effective enforcement of their respective competition legislation, provided that it does not affect any ongoing investigation and is compatible with the legislation of each Party.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. Article VII of the Separation and Distribution Agreement is incorporated herein by this reference.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 1. With a view to facilitating the effective application of their competition laws in order to eliminate the negative effects of anti-competitive business conduct relating to goods and services, the Parties are encouraged to exchange information.
2. All exchange of information shall be subject to the rules and standards of confidentiality applicable in the territory of each Party. No Party shall be required to provide information when this is contrary to its laws regarding disclosure of information. Each Party shall maintain the confidentiality of any information provided to it according to the limitations that the submitting Party requests for the use of such information. Where the laws of a Party so provide, confidential information may be provided to their respective courts of justice.
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 9.01. Immediately after the EFFECTIVE DATE, EXIGENT shall disclose all PRODUCT INFORMATION to SBCL and any other information in its possession relating to PRODUCT or PRODUCT relevant to the commercialization of the PRODUCT. Thereafter, EXIGENT shall disclose to SBCL, on an ongoing basis in a timely manner appropriate to commercialization of the PRODUCT, all information and data on PRODUCT relevant to such commercialization, verbal or written, filed or submitted by EXIGENT, or its designated representatives, and/or THIRD PARTY licensees and/or commercial partners for PRODUCT with an AGENCY or information received by any of them from any AGENCY. Subject to other provisions of this Agreement, SBCL shall have the right to utilized, such information and data or any portion thereof in relation to the performance of its duties and responsibilities hereunder.
9.02. During the TERM OF THIS AGREEMENT and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the TERM OF THIS AGREEMENT, neither SBCL or EXIGENT nor any of their respective AFFILIATES shall use, reveal or disclose to THIRD PARTIES any confidential information received from the other party under this Agreement (including, without Stations SBCL CONFIDENTIAL INFORMATION and EXIGENT CONFIDENTIAL INFORMATION) without first obtaining the written consent of the other party, except as (i) may be otherwise provided herein, (ii) may be required for purposes of investigating, manufacturing and marketing PRODUCT pursuant to the terms of an appropriate Confidentiality Agreement, or for securing essential or desirable authorizations, privileges or rights from governmental agencies, (iii) is required to be disclosed to a governmental AGENCY or is otherwise required by law, or (iv) is necessary to file or prosecute patent applications concerning PRODUCT or to carry out any litigation concerning PRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, or is in the possession of the receiving party on the date hereof, or is disclosed non- confidentially to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to suc...
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 10.1 During the term of this Agreement, Eisai shall promptly inform Radius of Eisai Know-How that may become known to it and information that it obtains or develops regarding the utility or safety of Compound or Product. During the term of this Agreement, Radius shall promptly inform Eisai of Radius Know-How and information that Radius obtains, knows or develops regarding Compound or Product.
10.2 During the term of this Agreement and for ten (10) years thereafter, Eisai and Radius shall not use for any purpose other than this Agreement and shall not reveal or disclose to third parties the subject matter of this Agreement and any confidential information received as confidential from the other Party or otherwise developed by either Party in the performance of activities in furtherance of this Agreement without first obtaining the written consent of the other Party. This limitation shall not apply to information in the event and to the extent that receiving Party can demonstrate by competent written proof that such information
(i) was in the possession of receiving Party at the time of disclosure by the disclosing Party;
(ii) was publicly known prior to the time of disclosure to receiving Party;
(iii) became publicly known after disclosure to receiving Party through no action or inaction of receiving Party;
(iv) was independently discovered or developed by receiving Party without the aid, application, or use of information received from the disclosing Party;
(v) was obtained with prior written consent of providing Party which allows disclosure; or
(vi) is required by law, regulation or court order to be disclosed; provided that receiving Party agrees to provide providing Party with prompt notice of such request so that providing Party will have an opportunity to limit obtain appropriate protective order regarding such disclosure. Receiving Party agrees to cooperate with providing Party at providing Party’s expense, in any lawful effort to contest the requirement of such
EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 1. Neither Party shall use or disclose information provided pursuant to this Chapter except for the purpose of discharging the functions of its customs administration in accordance with its customs laws, or otherwise with the consent of the providing customs administration.
2. Each Party may limit the information it communicates to the other Party when the other Party is unable to give the assurance requested by the former Party with respect to the maintenance of confidentiality or the limitations of purposes for which the information will be used.
3. If a Party that requests information would be unable to comply with a similar request in case such a request were made by the other Party, the requesting Party shall draw attention to that fact in its request. Responding to such a request shall be at the discretion of the other Party.
4. Information provided by the customs administration of a Party to the customs administration of the other Party pursuant to this Chapter shall not be used by the other Party in criminal proceedings carried out by a court or a judge, unless the other Party has obtained prior written consent of the customs administration which provided the information.
5. Nothing in paragraph 4 shall prevent a Party from submitting a request for such information to the other Party through diplomatic channels or other channels established in accordance with the domestic laws and regulations of the other Party.
6. This Article shall not preclude the use or disclosure of information provided pursuant to this Chapter to the extent such use or disclosure is required by the domestic laws and regulations of the Party of the customs administration receiving the information. Such customs administration shall, wherever possible, give advance notice of any such disclosure to the customs administration providing the information.
7. The Parties may refuse to communicate information pursuant to this Chapter, where to do so would:
(a) be likely to prejudice sovereignty, public policy, security or other essential interests;
(b) violate or prejudice a legitimate industrial, commercial or professional interest;
(c) be contrary to the domestic laws and regulations of the Party receiving the request for information; or
(d) impede law enforcement. CHAPTER 4 FINAL PROVISIONS