Common use of Obligations and Restrictions Clause in Contracts

Obligations and Restrictions. A Party receiving Confidential Information under this Agreement shall maintain such Confidential Information in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, except to employees and/or consultants who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement. The receiving Party further agrees to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, sublicensees and agents. The terms of this Agreement will be held in confidence by the Parties until three (3) years following the expiration or termination of this Agreement, except (i) to the extent necessary in order to enforce its rights under this Agreement, (ii) to prospective investors and acquirors or companies with which it is negotiating a merger, under reasonable obligations of confidentiality, and (iii) as required by the rules of any securities exchange or automated quotation system or to the extent such terms are required to be disclosed without an obligation of confidence to a governmental agency or in response to involuntary compulsory process issued by a court, administrative agency or any governmental body having apparent jurisdiction provided the Party subject to such process first provides notice to the other Party hereto (to the extent practicable) and reasonably cooperates with efforts by the notified Party to secure confidential protection of such terms.

Appears in 2 contracts

Sources: License Agreement (Angion Biomedica Corp.), License Agreement (Angion Biomedica Corp.)

Obligations and Restrictions. A Party receiving Confidential Information under this Agreement shall maintain such Confidential Information in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, except to employees and/or consultants who are bound by like terms of confidentiality, nor use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement. The receiving Party further fUliher agrees to exercise reasonable precautions to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, subcontractors, sublicensees and agents. The terms of this Agreement will be held in confidence by the Parties until three (3) years following the expiration or termination of this Agreement, except (i) to the extent necessary in order to enforce its rights under this Agreement, (ii) to prospective investors and acquirors or companies with which it is negotiating a merger, under reasonable obligations of confidentiality, and (iii) as required by the rules of any securities exchange or automated quotation system or to the extent such terms are required to be disclosed without an obligation of confidence to a governmental agency or in response to involuntary compulsory process issued by a court, administrative agency or any governmental body having apparent jurisdiction provided the Party subject to such process first provides notice to the other Party hereto (to the extent practicable) and reasonably cooperates with efforts by the notified Party to secure confidential confIdential protection of such terms.

Appears in 1 contract

Sources: License Agreement (Angion Biomedica Corp.)