Use and Dissemination Clause Samples

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Use and Dissemination. Neither Party shall use Confidential/Proprietary Information of the other Party for any purpose other than evaluating and negotiating a business relationship between the Parties. Each Party shall restrict internal disclosure of Confidential/Proprietary Information of the other Party to such of its officers, employees and agents, including attorneys, accountants and financial or investment advisors, as have a reasonable need to know such information and shall advise said officers, employees and agents of the obligations assumed by it in this Agreement. Neither Party shall disclose Confidential/Proprietary Information of the other Party to any third party, other than such attorneys, accountants and financial or investment advisors as shall be assisting the Party in evaluating and negotiating the business relationship between the Parties, without the prior written consent of the other Party; provided, however, that either Party may disclose Confidential/Proprietary Information of the other Party to its principal lenders and substantial stock holders without the prior written consent of the other Party so long as such lenders and stock holders have executed a nondisclosure agreement substantially similar to this Agreement. A Party shall not reproduce Confidential/Proprietary Information of the other Party unless necessary to evaluate and explore a business relationship between the Parties, and shall ensure that all such copies, as well as summaries and notes of and other documents and materials containing or referencing, the Confidential/Proprietary Information of the other Party are appropriately marked as such.
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Use and Dissemination. Recipient shall (i) maintain the confidentiality of Macy’s information and materials, in any form whether oral or written, that may be reasonably understood, from the nature of the information itself and/or the circumstances of disclosure, to be confidential and/or proprietary to Macy’s (including but not limited to the identity of the Property) (“Confidential Information”); (ii) take reasonable action to prevent the unauthorized disclosure of Confidential Information, including without limitation at least the action that Recipient takes to protect the confidentiality of its comparable confidential or proprietary information; (iii) carefully restrict access to Confidential Information to Recipient’s: (a) officers and employees who are subject to non- disclosure restrictions at least as protective as those in this Agreement and who need such access to participate on Recipient’s behalf in the analysis and negotiation of a business relationship or any agreement with Macy’s, and (b) legal counsel, certified public accountants, or other professional advisers having a need to use or evaluate the Confidential Information for the contemplated transaction, provided they agree to abide by the terms of this Agreement; and (iv) use the Confidential Information only for the business relationship with ▇▇▇▇’▇. Recipient will be liable for the improper use or disclosure of Confidential Information by anyone with whom it shares the Confidential Information. Recipient acknowledges that, except as the parties may otherwise agree in writing, ▇▇▇▇’▇ has no obligation to (x) grant to Recipient any right or interest in any part or all of the Property or the Confidential Information, (y) give Recipient any right to market any of the Property; or (z) enter into any further agreement or participate in any transaction.
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Use and Dissemination. If dissemination of Knowledge does not adversely affect its protection or use, and subject to legitimate interests, the Contractors, the Other entities or the Members shall ensure further dissemination of their own Knowledge as provided under the EC Contract and this Consortium Agreement.
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Use and Dissemination. Sub-Grantee shall observe responsibilities related to the protection of intellectual property rights, use and dissemination as quoted in Annex II
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Use and Dissemination. II.10.1 The Coordinator and/or Contractors shall use or cause to be used the knowledge arising from the contract, which they own, in accordance with their interests. The Coordinator and/or Contractors shall set out the terms of use in a detailed and verifiable manner, notably in the plan for using and disseminating the knowledge, and in accordance with the provisions of this contract and the Rules for Participation of the 6th Framework Programme. II.10.2 If dissemination of knowledge would not adversely affect its protection or its use, the Coordinator and/or Contractors shall ensure that it is disseminated within a period of two years after the end of the contract. Should the Coordinator and/or Contractors fail to do so, the GJU may disseminate the knowledge. In so doing, the GJU and the Coordinator and/or Contractors shall take particular account of the following factors: a) The need to safeguard intellectual property rights; b) The benefits of swift dissemination, for example in order to avoid duplication of research efforts and to create synergies between projects; c) Confidentiality; d) The legitimate interests of the Coordinator and/or Contractors.
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Use and Dissemination. Recipient shall (i) maintain the confidentiality of Indian Rocks Plaza’s information and materials, in any form whether oral or written, that may be reasonably understood, from the nature of the information itself and/or the circumstances of disclosure, to be confidential and/or proprietary to Indian Rocks Plaza’s (“Confidential Information”); (ii) take reasonable action to prevent the unauthorized disclosure of Confidential Information, including without limitation at least the action that Recipient takes to protect the confidentiality of its comparable confidential or proprietary information; (iii) carefully restrict access to Confidential Information to Recipient’s: (a) officers and employees who are subject to non-disclosure restrictions at least as protective as those in this Agreement and who need such access to participate on Recipient’s behalf in the analysis and negotiation of a business relationship or any agreement with Indian Rocks Plaza, and (b) legal counsel, certified public accountants, or other professional advisers having a need to use or evaluate the Confidential Information for the contemplated transaction, provided they agree to abide by the terms of this Agreement; and (iv) use the Confidential Information only for the business relationship with Indian Rocks Plaza. Recipient will be liable for the improper use or disclosure of Confidential Information by anyone with whom it shares the Confidential Information. Recipient acknowledges that, except as the parties may otherwise agree in writing, Indian Rocks Plaza has no obligation to (x) grant to Recipient any right or interest in any part or all of the Property or the Confidential Information, (y) give Recipient any right to market any of the Property; or (z) enter into any further agreement or participate in any transaction.
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Related to Use and Dissemination

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Permitted Use and Disclosures Each Party hereto may use or disclose Confidential Information disclosed to it by the other Party to the extent such information is included in the Pharmacopeia Technology, Schering Technology or Collaboration Technology, as the case may be, and to the extent (i) such use or disclosure is reasonably necessary and permitted in the exercise of the rights granted hereunder in filing or prosecuting patent applications, prosecuting or defending litigation, (ii) such disclosure is reasonably required to be made to any institutional review board of any entity conducting clinical trials with Agreement Compound(s) and/or Agreement Product(s), or to any governmental or other regulatory agency, in order to gain approval to conduct clinical trials or to market Agreement Compound(s) and/or Agreement Products, (iii) such disclosure is required by law, regulation, rule, act or order of any governmental authority, court, or agency, or is made in connection with submitting required information to tax or other governmental authorities, or (iv) such disclosure or use is reasonably required in conducting clinical trials, or making a permitted sublicense or otherwise exercising license rights expressly granted to it by the other Party pursuant to the terms of this Agreement; in each case, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information, other than pursuant to a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable diligent efforts to secure confidential treatment of such Confidential Information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose only the minimum necessary to comply with such requirements.

  • Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.

  • Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. i. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iii. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules.

  • Permitted Uses and Disclosures of PHI and the third party notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.