CONFIDENTIALITY General. 21.1 The Parties agree that the provisions of this Agreement shall not be treated as Confidential Information and may be disclosed without restriction.
CONFIDENTIALITY General. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, during the Term and for ten (10) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement or the China Agreement (which includes the exercise of any rights or the performance of any obligations hereunder or thereunder) any Confidential Information furnished to it by the other Party pursuant to this Agreement except for that portion of such information or materials that the receiving Party can demonstrate by competent written proof:
CONFIDENTIALITY General. Except as provided in Section 10.1 with respect to Product Information, the Parties agree that the Party receiving Confidential Information disclosed by or on behalf of the other Party pursuant to this Agreement shall, and shall cause its officers, directors, employees, agents, Affiliates and Sublicensees and other Persons to which a sublicense is granted, to, keep confidential and not publish or otherwise disclose or use for any purpose other than to conduct its activities under this Agreement or otherwise as expressly authorized by this Agreement any Confidential Information furnished to it by or on behalf of the other Party pursuant to this Agreement. For the avoidance of doubt, the treatment of Confidential Information that is also Product Information is governed by the terms of Section 10.1, while the treatment of Confidential Information that is not also Product Information is governed by this Section 10.2.
CONFIDENTIALITY General. Except as provided in Section 7.1 with respect to Product Information, the Parties agree that the Party receiving Confidential Information disclosed by or on behalf of the other Party pursuant to this Agreement shall, and shall cause its officers, directors, employees, agents, Affiliates, Sanofi Licensees and Sublicensees and other Persons to which a sublicense or license is granted, to, keep confidential and not publish or otherwise disclose or use for any purpose other than to conduct its activities under this Agreement or otherwise as expressly authorized by this Agreement any Confidential Information disclosed to it by or on behalf of the other Party pursuant to this Agreement. For the avoidance of doubt, the treatment of Confidential Information that is also Product Information is governed by the terms of Section 7.1, while the treatment of Confidential Information that is not also Product Information is governed by this Section 7.2. Notwithstanding anything in this Section 7.2, Sanofi shall not be restricted by the provisions of this Section 7.2 from using its own Confidential Information for any purpose.
CONFIDENTIALITY General. All information and data disclosed to the other party shall be deemed to be proprietary and confidential (hereinafter referred to as “Confidential Information”) provided that written information is clearly marked in a conspicuous place as confidential or proprietary and verbal information is immediately confirmed in writing as confidential. Each party agrees to use the Confidential Information received from the other party only for the purpose of this Agreement. No other rights, and particularly licenses, to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Confidential Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. The receiving party shall provide the same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to protect its own confidential information. It is agreed that the receiving party in a secure place shall retain all Confidential Information with access limited to only such of the receiving party’s employees or agents who need to know such information for purposes of this Agreement. All Confidential Information, unless otherwise specified in writing, shall remain the property of the disclosing party, shall be used by the receiving party only for the purpose intended, and such Confidential Information, including all copies thereof, shall be returned to the disclosing party, and in any event, upon termination or expiration of this Agreement. Company warrants that it has established an information security program that contains appropriate measures designed to:
CONFIDENTIALITY General. Subject to clause 25.8, each party to this agreement must not disclose any information concerning the contents of, or the transactions contemplated by, this agreement to any person who is not a party, except to the extent that:
CONFIDENTIALITY General. Each Party and its employees, agents, and representatives (collectively, the “Receiving Party”) may receive or have access to Confidential Information (as defined below) of the other Party (the “Disclosing Party”) as a result of their relationship and this Agreement. As used in this Agreement, “Confidential Information” means all information of the Disclosing Party, whether of a technical, business, or other nature (including, without limitation, trade secrets, know-how, and other information relating to the products, customers, business plans, promotional and marketing activities, finances, and other business affairs of the Disclosing Party), that has been identified as being proprietary and/or confidential or that, based on the nature of the information or the circumstances under which it was disclosed, a reasonable person would believe to be confidential or proprietary. Confidential Information also includes the existence of this Agreement.
CONFIDENTIALITY General. Under this Agreement, the parties will be disclosing to each other certain confidential and proprietary information including customer lists, Personal Information, customer data, business plans, software, data, prototypes, documentation, Cardholder account information, and other business and/or technical information (the “Information”). The Information may be disclosed in either oral or written form. The receiving party shall hold the Information in confidence and shall prevent the disclosure of the Information, unless it is in accordance with the terms of this Agreement. The receiving party shall use the Information only for the purpose of fulfilling its obligations under the Agreement; shall reproduce the Information only to the extent necessary for such purpose; shall restrict disclosure of the Information to its employees and agents with a need to know; and shall advise such employees and agents of the nondisclosure obligation assumed herein. Other than as expressly permitted by this Agreement, the receiving party shall not disclose Information to any third party without prior written approval of the other party. The above restrictions on the use or disclosure of Information shall not apply to any Information:
CONFIDENTIALITY General. 35.1 Each party hereby undertakes with each other party that it shall preserve the confidentiality of and shall not directly or indirectly Disclose or use for its own purposes Confidential Information. The exceptions to this obligation are set out in Clause 35.2.
CONFIDENTIALITY General. No advice rendered by CSFB, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without CSFB's prior written consent. To the extent consistent with legal requirements, all information given to one party of this Agreement (such party the "Recipient Party") by the other party (the "Providing Party"), including, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of any confidentiality agreement, will be held by the Recipient Party in confidence and will not, without the Providing Party's prior approval, be disclosed to anyone other than the Recipient's agents and advisors who require such information to perform services for the Providing Party as contemplated by this Agreement (and who agree to use such information only in connection with such services) or used by such person for any purpose other than those contemplated by this Agreement. Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this paragraph. This Agreement and Annex A hereto contain the entire agreement of the parties with respect to the subject matter hereof and supersede and take precedence over all prior agreements or understandings, whether oral or written, between CSFB and the Company including, without limitation, the Letter Agreement, dated May 22, 1997 (the "DLJSC Letter Agreement"), between the Company and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJSC"), which DLJSC Letter Agreement is hereby terminated by DLJSC in accordance with its terms. The Company has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized by all necessary action on the part of the Company and has been duly executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. In connection with this engagement, CSFB is acting as an independent contractor and not in any other capacity, with duties owing solely to the Company. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be fully performed therein (excluding the conflicts of law rules). All actions and proce...
