Examples of Discloser in a sentence
All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates on a need-to-know basis and solely for the purposes of rendering services under this Agreement.
If a Recipient is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, and provided that it is not prohibited by law from doing so, the Recipient will immediately notify the Discloser in writing of such requirement so that the Recipient may seek a protective order or other appropriate remedy and/or waive the Discloser’s compliance with the provisions of this Section.
Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior to disclosure by the Discloser, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.
For purposes of this Section 12, “Inf ormation” means inf ormation that is disclosed by a party (“Discloser”) to the other party (“Recipient”), or which Recipient has access to in connection with this Agreement, and that should reasonably have been understood by Recipient to be proprietary and conf idential to Discloser or to a third party, because of legends or other markings, the circumstances of disclosure or the nature of the inf ormation itself.
Recipient shall not use any Inf ormation of Discloser for any purpose not expressly permitted by this Agreement and shall disclose the Inf ormation of Discloser only to the employees or contractors of Recipient who have a need to know such Inf ormation f or purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder.