Common use of Confidentiality Undertakings Clause in Contracts

Confidentiality Undertakings. With this Agreement, the Interested Party acknowledges that the Confidential Information are exclusively property of the Companies and/or their Affiliates and undertakes to: keep the Confidential Information private and confidential; adopt, at its own exclusive expense, any necessary measure to maintain the confidentiality and the ownership of the Confidential Information in favor of the Companies and/or their Affiliates; not to disclose the Confidential Information to third parties other than Related Parties without the prior written consent of the Companies; use the Confidential Information exclusively for the due diligence, within the terms and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); not to use the Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Parties, to the extent strictly necessary for the due diligence. The Interested Party undertakes to maintain the confidentiality of the Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the terms, as if they were part of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Party will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, as well as all copies that are in its possession or under its control, upon the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Information, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the case.

Appears in 1 contract

Samples: Confidentiality Agreement

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Confidentiality Undertakings. With this AgreementIn consideration for the Disclosing Party agreeing to disclose Confidential Information to the Receiving Party, the Interested Receiving Party acknowledges that undertakes to the Disclosing Party that, with respect to any Confidential Information disclosed to the Receiving Party (or to any person on behalf of the Receiving Party) by or on behalf of the Disclosing Party, the Receiving Party must: treat all Confidential Information as strictly confidential and keep it in safe and secure custody (as is appropriate depending upon the form in which such information is recorded and stored and the nature of the Confidential Information); use all such Confidential Information solely in connection with this Grant Agreement; comply with any protective markings and related requirements notified to the Receiving Party in relation to the Confidential Information are exclusively property of the Companies and/or their Affiliates and undertakes to: keep from time to time; not disclose, copy, reproduce, publish or distribute the Confidential Information private and confidential(or any part thereof) to any person except as expressly permitted under this Grant Agreement or otherwise authorised by the Disclosing Party in writing; adopt, at its own exclusive expense, respect any necessary measure to maintain the confidentiality and the ownership of existing proprietary rights in the Confidential Information Information; and inform the Disclosing Party immediately upon becoming aware of or suspecting any unauthorised access, copying, use or disclosure in favor any form of the Companies and/or their Affiliates; any Confidential Information. Clause 18.1 will not apply, or will cease to disclose the Confidential Information to third parties other than Related Parties without the prior written consent of the Companies; use the Confidential Information exclusively for the due diligence, within the terms and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); not to use the Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Partiesapply, to the extent strictly necessary for any Confidential Information: is or becomes available to the due diligence. The Interested public other than as a direct or indirect result of a disclosure in breach of this Grant Agreement or any confidentiality undertaking given by any other person; is already known to the Receiving Party undertakes prior to maintain disclosure by the confidentiality Disclosing Party and such prior knowledge can be evidenced by the written records of the Receiving Party; is or becomes known to the Receiving Party by disclosure from a third party other than where such disclosure is itself subject to an obligation of confidentiality; is not required to be treated as Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the termsInformation, as if they were part of expressly confirmed by the Agreement itself. With this AgreementDisclosing Party in writing; or is required to be disclosed by any Applicable Law, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered person or interpreted as body having a declaration legal right or guarantee, implicit duty to have access to or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness knowledge of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Party will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, as well as all copies that are in its possession or under its control, upon the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Information, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the case.

Appears in 1 contract

Samples: Collaboration Agreement

Confidentiality Undertakings. With this AgreementIn consideration for the Disclosing Party agreeing to disclose Confidential Information to the Receiving Party, the Interested Receiving Party acknowledges that undertakes to the Disclosing Party that, with respect to any Confidential Information disclosed to the Receiving Party (or to any person on behalf of the Receiving Party) by or on behalf of the Disclosing Party, the Receiving Party must: treat all Confidential Information as strictly confidential and keep it in safe and secure custody (as is appropriate depending upon the form in which such information is recorded and stored and the nature of the Confidential Information); use all such Confidential Information solely in connection with this Grant Agreement; comply with any protective markings and related requirements notified to the Receiving Party in relation to the Confidential Information are exclusively property of the Companies and/or their Affiliates and undertakes to: keep from time to time; not disclose, copy, reproduce, publish or distribute the Confidential Information private and confidential(or any part thereof) to any person except as expressly permitted under this Grant Agreement or otherwise authorised by the Disclosing Party in writing; adopt, at its own exclusive expense, respect any necessary measure to maintain the confidentiality and the ownership of existing proprietary rights in the Confidential Information Information; and inform the Disclosing Party immediately upon becoming aware of or suspecting any unauthorised access, copying, use or disclosure in favor any form of the Companies and/or their Affiliates; any Confidential Information. Clause 17.1 will not apply, or will cease to disclose the Confidential Information to third parties other than Related Parties without the prior written consent of the Companies; use the Confidential Information exclusively for the due diligence, within the terms and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); not to use the Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Partiesapply, to the extent strictly necessary for any Confidential Information: is or becomes available to the due diligence. The Interested public other than as a direct or indirect result of a disclosure in breach of this Grant Agreement or any confidentiality undertaking given by any other person; is already known to the Receiving Party undertakes prior to maintain disclosure by the confidentiality Disclosing Party and such prior knowledge can be evidenced by the written records of the Receiving Party; is or becomes known to the Receiving Party by disclosure from a third party other than where such disclosure is itself subject to an obligation of confidentiality; is not required to be treated as Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the termsInformation, as if they were part of expressly confirmed by the Agreement itself. With this AgreementDisclosing Party in writing; or is required to be disclosed by any Applicable Law, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered person or interpreted as body having a declaration legal right or guarantee, implicit duty to have access to or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness knowledge of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Party will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, as well as all copies that are in its possession or under its control, upon the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Information, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the case.

Appears in 1 contract

Samples: Collaboration Agreement

Confidentiality Undertakings. With The Parties will strictly safeguard all Confidential Information, take suitable measures and handle that information with a high measure of diligence throughout the duration of this Agreement as well as for [***] years thereafter. If the Confidential Information is identified as a trade secret, such obligation of confidentiality and non-disclosure shall survive the expiration or termination of such [***] year period for so long as such Confidential Information remains a trade secret. The Parties also undertake not to communicate Confidential Information to others, except where this is required under the Law, any Competent Regulatory Authority, competent judicial authorities or other competent authorities, or serves purposes that are closely related to the performance of this Agreement, and then only upon the Interested giving of advance notice to the other Party, where it is legally possible to do so, to permit the Party acknowledges to obtain appropriate protections against the further disclosure of its Confidential Information. The Parties additionally undertake to adopt all reasonable precautions to ensure that their own employees and/or collaborators comply with the Confidential Information are exclusively property of the Companies and/or their Affiliates and undertakes to: keep the Confidential Information private and confidential; adopt, at its own exclusive expense, any necessary measure to maintain the confidentiality and the ownership of the Confidential Information in favor of the Companies and/or their Affiliates; provisions made herein. A Party may not to disclose the Confidential Information to third parties other than Related Parties without the prior written consent of the Companies; use the Confidential Information exclusively for the due diligenceany entity whatsoever apart from its own employees, within the terms representatives, and limits indicated in the Callprofessional consultants requiring this information, in the Policy document for the collection of proposals (on a strictly Policy documentneed to know basis) and in the Data Room Regulation (“Regulation”); not to use the Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Parties, to the extent strictly necessary for the due diligence. The Interested Party undertakes to maintain the confidentiality of the Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure provided that they are aware of directly involved in the obligations arising from this Agreement and project. In such a case the need Party disclosing Confidential Information shall have the responsibility to comply ensure that any entity to whom Confidential Information is communicated complies with the terms, conditions laid down herein exactly as if they that entity were part of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right party to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Each Party will destroy and/or shall return all the documents and materials that contain or reflect any including Confidential Information, as well as all copies Information of the other Party that are in its possession or custody or under its control, upon the occurrence control within [***] days of the first event request made in chronological order between: (i) written communication writing by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Information, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the caseParty.

Appears in 1 contract

Samples: Research, Development and Supply Agreement (Amylyx Pharmaceuticals, Inc.)

Confidentiality Undertakings. With In this AgreementAgreement "Confidential Information" shall, with respect to each Party, mean any and all information which a Party, its directors, employees, representatives or advisors, have received or shall receive in connection with the Interested Business Purpose from the other Party acknowledges that (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by the disclosing Party as confidential prior to or after disclosure or receipt. Confidential Information are exclusively property shall furthermore include any and all information regarding the existence, nature, subject matter, or progress of or relating to the Business Purpose. However, Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the receiving Party can demonstrate has been independently developed by that Party prior to disclosure. In consideration of the Companies and/or their Affiliates and undertakes to: keep the Parties’ making available to each other Confidential Information private as defined in Sub-clause 1.1, each Party hereby agrees to the following confidentiality undertakings for and confidential; adopt, at its own exclusive expense, any necessary measure to maintain the confidentiality on behalf of itself and the ownership for and on behalf of the Party’s employees, advisors and representatives: All Confidential Information received by a Party shall be held in favor of complete confidence by such Party and by the Companies and/or their Affiliates; Party’s directors, employees, advisors or representatives, and shall not to disclose the Confidential Information to third parties other than Related Parties without the prior written consent of the Companies; use other Party be used for any purpose other than in connection with the purpose for which such Confidential Information exclusively for the due diligence, within the terms and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); was disclosed or received. A Party shall not to use the disclose any Confidential Information received by it to any person other than those of Party’s employees, advisors and representatives who are directly concerned with the purpose for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the which such Confidential Information was disclosed or received and who need to its Related Partiesknow such Confidential Information. Each Party shall ensure (i) that all persons mentioned in Paragraph 1.2.2 above are made aware, prior to the extent strictly necessary for the due diligence. The Interested Party undertakes to maintain the confidentiality any disclosure, of the Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the terms, as if they were part of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Party will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, as well as all copies that are in its possession or under its control, upon the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosed. The Interested Party may disclose the contents of this Agreement and (ii) [that such persons are bound by confidentially with respect to the related Confidential Information as If they were a party to its service providers this Agreement. The Parties shall have in effect and consultantsmaintain adequate security measures to safeguard the Confidential Information from unauthorized access, banks disclosure, use, and/or potential comisappropriation. Notwithstanding Sub-investorsclause 1.1, the obligations undertaken by a Party under this Agreement to maintain confidentiality shall not apply to the extent that the Party is or becomes under an obligation to disclose Confidential Information (i) by order of a court of competent jurisdiction, or (ii) under statutory law including according to The Danish Access to Public Administration Files Act, provided that these third parties are bound where possible the Party shall first notify the other Party of such obligation and upon request allow the other Party to advance any defense against such obligation where appropriate. In any event, a Party shall notify the other Party of any disclosure made under this Sub-clause 1.3 promptly after disclosure. A Party shall promptly notify the other Party of, without limitation, any unauthorized access, use, copying or disclosure of Confidential Information of which a Party becomes aware and shall use its best endeavors to terminate such access, use etc. and shall provide all reasonable assistance requested by confidentiality obligations the other Party in favor of this connection. Intellectual property rights All right, title and interest (including without limitation all intellectual property and other proprietary rights) throughout the Interested world in and to any and all Confidential Information disclosed by a Party at least equivalent as well as inventions, discoveries, improvements, ideas, concepts, designs, know-how, data, code, software, products, information, documentation, techniques, materials and/or other work product in any form and on whatever media and any enhancements, upgrades, modifications and/or alterations thereto in any form, created, conceived, prepared, made, developed, originated and/or delivered (in whole or in part) by or for a Party shall belong exclusively and absolutely to those entered into with such Party, its sub-contractors and/or licensors (as the case may be). Nothing in this Agreement and that the Interested shall grant or be construed as granting or conferring to a Party ensures their commitment to comply with these obligations. In relation to certain Confidential Informationany rights, it could be requested to the Interested Party the signing licenses of another confidentiality agreement. The Parties will refrainwhatsoever nature, expressly or implied, in the absence other Party’s intellectual property and Confidential Information. To the extent a Party receives software programs from the other Party, the receiving Party is not entitled to carry out reverse engineering of a prior written consent any such software programs or parts thereof, or to utilize such software programs for purposes other than those for which they were clearly and evidently disclosed or received. Each Party shall not make, nor permit others to make, any references to or use the name of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested other Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employpublic announcements, for any reasonpromotional, directly marketing or indirectly, any executive, employee sales material or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, efforts without the prior written authorization of consent (in each instance) from the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the caseother Party.

Appears in 1 contract

Samples: www.rm.dk

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Confidentiality Undertakings. With this Agreement, the Interested The Disclosing Party acknowledges that may disclose the Confidential Information are exclusively property as-is without any warranties to the Receiving Party for the Purpose in consideration of the Companies and/or their Affiliates Receiving Party agreeing to the terms and undertakes conditions of this NDA. Where disclosure of any Confidential Information is made verbally, for avoidance of doubt the Disclosing Party may follow up with a written notice to the Receiving Party describing the Confidential Information that has been verbally disclosed. The Receiving Party agrees to: keep the Confidential Information private strictly confidential and confidential; adopt, at its own exclusive expense, not disclose it to any necessary measure to maintain the confidentiality and the ownership of the Confidential Information in favor of the Companies and/or their Affiliates; not to disclose the Confidential Information to third parties person other than Related Parties without the prior written consent of the Companies; use the Confidential Information exclusively a Permitted Person for the due diligence, within the terms Purpose; and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”); not to only use the Confidential Information for the Purpose and any allowed usage specified in item 6 of the Schedule and not for any other purpose different from purpose, unless otherwise agreed by the ProjectDisclosing Party in writing. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Receiving Party to share acknowledges and agrees that: the Confidential Information is confidential, as-is without any warranties and may contain commercially sensitive information about the Disclosing Party or its Affiliates (or a client of the Disclosing Party or its Affiliates); unless otherwise instructed, any disclosure of Confidential Information by the Disclosing Party is on a non-exclusive basis; nothing in this NDA authorises or permits it to its Related Parties, commence any ancillary services with respect to the extent strictly necessary Purpose in return for payment (such services may only be performed under a subsequent agreement); no right, licence, interest or property is granted or transferred to it (whether now or in the due diligence. The Interested Party undertakes to maintain the confidentiality future) by virtue of the this NDA or disclosure of any Confidential Information also for its Related Parties and to not reveal or disclose it (nor is the above to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information and the purpose for which they can be used and will ensure that they are aware of the obligations arising from this Agreement and the need to comply with the terms, as if they were part of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliatesimplied); and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement it will not concern the Confidential Information that: is already make copies of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of this Agreement. The Interested Party will destroy and/or return all the documents and materials that contain or reflect any Confidential Information, except as well as all copies that are in its possession necessary or under its control, upon required for the occurrence of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information to third parties, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware of this need, and collaborate with the Companies to avoid or limit the disclosure of the Confidential Information and to guarantee the confidential treatment of the Confidential Information by the authority to which such information must be disclosedPurpose. The Interested Party may disclose the contents of this Agreement and the related Confidential Information to its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor of the Interested Receiving Party at least equivalent all times remains responsible for the acts or omissions of any Permitted Person with respect to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain Confidential Informationcomplying with, it could be requested to the Interested Party the signing of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliatesbreach of, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the caseNDA.

Appears in 1 contract

Samples: cdn2.hubspot.net

Confidentiality Undertakings. With this AgreementAny Receiving Party undertakes and shall cause its Authorized Recipients to undertake: to safeguard Confidential Information and to keep it in strict confidence and to use at least the same security measures and degree of care that it uses in the protection of its own confidential information, which shall in no event be less than a reasonable standard of care so as to prevent any unauthorized access to, or use or disclosure or copy of, the Interested Party acknowledges that the Confidential Information; to use and disclose Confidential Information are exclusively property only in accordance with the provisions of this Article 2 and to the Companies and/or their Affiliates extent strictly necessary for and undertakes to: keep in relation to the Confidential Information private and confidentialPurpose; adopt, at its own exclusive expense, any necessary measure not to maintain the confidentiality and the ownership of the disclose such Confidential Information in favor whole or in part to any third party under whatever form unless expressly permitted in advance and in writing by the Disclosing Party or otherwise in accordance with this Agreement; to inform the Disclosing Party immediately upon becoming aware of the Companies and/or their Affiliates; not an actual or possible unauthorized disclosure of Confidential Information. Any Receiving Party shall be entitled to disclose the Confidential Information to third parties other than Related Parties any of its Authorized Recipients without the prior written consent agreement of the Companies; use Disclosing Party, provided that such Authorized Recipients: is or may be involved in the Purpose and has a strict need to know the Confidential Information exclusively for the due diligence, within the terms and limits indicated in the Call, in the Policy document for the collection of proposals (“Policy document”) and in the Data Room Regulation (“Regulation”)Information; not is only entitled to use the such Confidential Information for any other purpose different from the Project. The provisions of paragraph 3.1 that precedes do not preclude to the Interested Party to share the Confidential Information to its Related Parties, to the extent strictly necessary for the due diligence. The Interested Purpose; is informed by such Receiving Party undertakes to maintain the confidentiality of the Confidential Information also for its Related Parties and to not reveal or disclose to third parties. For this purpose, the Interested Party undertakes to inform its Related Parties about the confidential nature of the Confidential Information prior to its disclosure; is (i) bound to such Receiving Party by obligations of confidentiality obligations similar to or the same as those set out in this Agreement or (ii) owes a duty of confidentiality to such Receiving Party or (iii) in the case of such Receiving Party’s and/or its Authorized Recipients’ officers, directors and employees, such officers, directors and employees have a written confidentiality obligations to their employing company. Any Receiving Party shall in any case remain responsible towards the purpose Disclosing Party for which they can the compliance of each of its Authorized Recipients with all obligations deriving from this Agreement. Notwithstanding the foregoing, the Parties shall be used authorized to disclose Confidential Information received or made available under this Agreement to ASN and/or IRSN on a “need to know” basis and will ensure for the Purpose only, being understood for the sake of clarity that they are aware ASN and IRSN shall not be bound by the terms of the obligations arising from this Agreement and the need to comply with the terms, as if they were part shall therefore have no obligation or liability of the Agreement itself. With this Agreement, the Interested Party acknowledges that: none of the Confidential Information or any other information can be considered or interpreted as a declaration or guarantee, implicit or explicit, from the Companies and/or their Affiliates; and either the Interested Party or any Related Party will have the right to rely on the accuracy or completeness of the Confidential Information. All the obligations of confidentiality of this Agreement will not concern the Confidential Information that: is already of public knowledge or lawfully in the possession of the Interested Party at the time of the communication; becomes known to the Interested Party without any violation of kind under this Agreement. The Interested If any Receiving Party will destroy and/or return all is required by law or by any court or competent jurisdiction, the documents rules and materials that contain regulations of any stock exchange or reflect in any enquiry by any governmental, official or regulatory body to disclose any Confidential Information, as well as all copies that are the Receiving Party making such disclosure shall: to the extent legally permissible, inform, in its possession or under its controlreasonable detail, upon the occurrence Disclosing Party in writing of the first event in chronological order between: (i) written communication by the Interested Party of the lack of interest in the Project, (ii) written request in this sense to the Interested Party by the Companies. Independently from the destruction/restitution of such material circumstances and documents, the Interested Party will remain tied up (and will ensure that its Related Parties will remain tied up too) to the terms of this Agreement. If the Interested Party is required to disclose the Confidential Information required to third partiesbe disclosed, as a consequence of legal obligations or regulatory obligations or following a legitimate request from the competent authorities, it will be required to: notify the Companies as soon as possible that they have become aware reasonably practicable after such Receiving Party is informed of this needit and, and collaborate if reasonably possible, before any Confidential Information is thus disclosed, consult with the Companies Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require, where the disclosure is by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance; and cooperate with the Disclosing Party to obtain protection consistent with this Agreement for such Confidential Information and to guarantee the confidential treatment of the through an appropriate agreement, protective order or other mechanism. The Parties acknowledge that Confidential Information by the authority to shall not include any information which such information must be disclosed. The Interested any Receiving Party may disclose the contents can show through documentary evidence: is or becomes publicly available otherwise than as a result of a breach of this Agreement or of any confidential duty or undertaking, or the fault of such Receiving Party; has been lawfully received from a third party without restriction as to its use or disclosure; was already in its possession free of any such restriction as to its use or disclosure prior to receipt from the Disclosing Party; and for the related avoidance of doubt and without prejudice to the generality of the above, Confidential Information shall not be deemed to be publicly available merely because it may be derived from one or more items that are publicly available. Nothing herein shall prevent any Party from disclosing or using its service providers and consultants, banks and/or potential co-investors, provided that these third parties are bound by confidentiality obligations in favor own confidential information independently or lawfully developed without use of the Interested Party at least equivalent to those entered into with this Agreement and that the Interested Party ensures their commitment to comply with these obligations. In relation to certain any Confidential Information, it could be requested to the Interested Party the signing Information of another confidentiality agreement. The Parties will refrain, in the absence of a prior written consent of the counterparty, from issuing any communication revealing the existence of the Agreement and, in general, the interest in the Project by the Interested Party Obligations of non-solicitation and non-interference with suppliers, clients and counterparties in disputes Unless otherwise provided in writing between the Parties, the Interested Party undertakes to not bargain, solicit, hire or in any other way to employ, for any reason, directly or indirectly, any executive, employee or any other associate of the Companies and/or their Affiliates, regardless of the legal nature of the employment relationship, without the prior written authorization of the Companies and/or their Affiliates and/or the Commissioners. Except otherwise provided in writing between the Parties, the Interested Party agrees not to act, regardless whether there is a damage to the Companies, in a way that, directly or indirectly, could create whatever interference or disturbance regarding the relations with suppliers and customers of the Companies and undertakes not to contact, in any way, any counterparty in disputes with the Companies. Moreover, the Interested Party undertakes to ensure that all its Related Parties respect the prohibitions contained in this article. The Interested Party acknowledges that the non-compliance with these prohibitions (including the prohibition against its Related Parties) will be considered, inter alia, unfair competition, with all the consequences of the caseParty.

Appears in 1 contract

Samples: Non Disclosure Agreement

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