Confidentiality; Non-Use. (a) Notwithstanding any termination of this Agreement and except as otherwise provided in the USA-Subject Ancillary Agreements (which shall be governed by the Umbrella Secrecy Agreement), each Party shall, and shall cause each of the other members of its Group to, hold, and cause each of their respective officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or except as otherwise permitted by this Agreement or any USA-Subject Ancillary Agreement (which shall be governed by the Umbrella Secrecy Agreement), use, including for any ongoing or future commercial purpose, without the prior written consent of each Party to whom (or to whose Group) the Confidential Information relates (which may be withheld in each such Party’s sole and absolute discretion), any and all Confidential Information concerning or belonging to another Party or any member of its Group; provided, that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its (or any member of its Group’s) respective auditors, attorneys and other appropriate consultants and advisors who have a need to know such Confidential Information for auditing and other non-commercial purposes and are informed of the confidentiality and non-use obligations to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any member of its Group is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) to the extent required in connection with any Action by one Party (or a member of its Group) against any other Party (or member of such other Party’s Group) or in respect of claims by one Party (or member of its Group) against the other Party (or member of such other Party’s Group) brought in an Action, (iv) to the extent necessary in order to permit a Party (or member of its Group) to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) to the extent necessary for a Party (or member of its Group) to enforce its rights or perform its obligations under this Agreement or any USA-Subject Ancillary Agreement (which shall be governed by the Umbrella Secrecy Agreement), (vi) to Governmental Entities in accordance with applicable procurement regulations and con...
Confidentiality; Non-Use. During and after the Term, the Employee shall not, without first obtaining the written consent of the Employer, divulge or disclose to anyone outside the Employer, whether by private or public communication or publication or otherwise, or use except pursuant to this Agreement, any Employer Information; however, an incidental non-derogatory disclosure by the Employee of Employer Information (other than trade secret or Work Product information) after 18 months following the end of the Term will not breach this provision.
Confidentiality; Non-Use. At all times during and after Employee’s employment by the Company, Employee shall hold in strictest confidence, and, without the express prior written authorization of the officer of the Company to whom Employee reports or of the Board of Directors of the Company, Employee shall not disclose or transfer to any third party or use for Employee’s own benefit, any Development or any secret or confidential Company information relating to research or development programs, products or services, customer information, customer lists, business processes, business plans, or sales or marketing plans.
Confidentiality; Non-Use. During the Term and thereafter, except as otherwise permitted as set forth below, Consultant agrees to (a) hold the Confidential Information in confidence; (b) exercise reasonable precautions to physically protect the integrity and confidentiality of the Confidential Information; (c) not disclose any Confidential Information to any third party without the prior written consent of Voyager; (d) not use the Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Voyager; (e) treat Confidential Information with no less than a reasonable degree of care; and (f) reproduce Confidential Information solely to the extent necessary to provide the Services, with all such reproductions being considered Confidential Information.
Confidentiality; Non-Use. Consultant shall hold all of Jounce’s Confidential Information in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Jounce. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Xxxxxx has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce or its subsidiaries or third parties with whom Jounce may have business dealings, disclosed or otherwise made available to Consultant by Jounce or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Xxxxxx; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to Consultant. Consultant may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with reasonable advance written notice of such required disclosure. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or obligations of Consultant under this Agreement. Consultant shall not revers...
Confidentiality; Non-Use. Employee agrees, at all times, to hold in trust and confidence all Confidential Information, as defined below, that Employee has acquired or may acquire during Employee’s employment with the Company. The term “Confidential Information” means any information (whether or not specifically labeled or identified as “confidential”), in any form or medium, that is disclosed to, developed, or learned by Employee during his/her employment, that relates to the business, services, techniques, know-how, processes, methods, formulations, investments, finances, operations, plans, research or development of the Company, and that is not generally known outside of the Company. Confidential Information includes, but is not limited to: the identity and information concerning the needs and preferences of current, former, and prospective customers; performance, compensation, and other personnel data concerning employees of the Company; business plans and strategies; plans for recruiting and hiring new personnel; trade secrets; and pricing strategies and policies. Confidential Information does not include the general skills, knowledge, and experience gained during Employees employment and common to others in the industry or information that is or becomes publicly available without any breach by Employee of this Agreement. Employee agrees that at all times both during and after his/her employment, Employee will not, without the Company’s express written permission, use Confidential Information for Employee’s own benefit or the benefit of any other person or entity or disclose Confidential Information to any person other than (a) in the case of disclosures made while Employee is employed by the Company, persons to whom disclosure is required in connection with the performance of Employee’s duties for the Company or (b) any disclosure requested by a court or regulatory authority with jurisdiction over the subject matter, in which event Employee agrees promptly to notify the Company in advance of and cooperate with the Company in any efforts to suppress or limit such disclosure.
Confidentiality; Non-Use. (i) Subject to Section 6(d) hereof, each Party agrees -
Confidentiality; Non-Use. Vice Chairman will not, during or subsequent to the Term: (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services or (ii) disclose the Confidential Information to any third party. Vice Chairman agrees that all Confidential Information will remain the sole property of the Company. Vice Chairman also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
Confidentiality; Non-Use. For a period of 3 years after the Closing Date, Sellers shall refrain from using for their own or any third party’s purpose and shall not disclose to any third parties any business or trade secrets of the Consolidated Entities, unless it becomes public knowledge through no fault of Sellers or is required to be disclosed by Sellers pursuant to law, or judicial or official order, in which event Sellers shall notify Purchaser, if practicable, before making the impending disclosure.
Confidentiality; Non-Use. Chairman will not, during or subsequent to the Term: (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services or (ii) disclose the Confidential Information to any third party. Chairman agrees that all Confidential Information will remain the sole property of the Company. Chairman also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
