Definitions and Obligations Clause Samples
The "Definitions and obligations" clause establishes the specific meanings of key terms used throughout the agreement and outlines the responsibilities each party must fulfill. In practice, this clause lists important words or phrases and provides their precise definitions, ensuring all parties interpret them consistently, and then details the duties or actions required from each side under the contract. By clearly defining terminology and setting out obligations, this clause prevents misunderstandings and disputes, ensuring that all parties are aware of their roles and the expectations placed upon them.
Definitions and Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (the “Confidential Information” of the Disclosing Party). Confidential Information of Tonic includes non-public information regarding features, functionality, and performance of the Services. Your Confidential Information includes data provided by you in connection with the Services or data collected by Tonic or the Software in connection with providing the Services (collectively, “Your Data”). The Receiving Party will: (i) take reasonable precautions to protect all Confidential Information, and (ii) not use (except as expressly permitted herein) or divulge it to any third person. Except with respect to Your Data (which will never be disclosed, except as set forth below), the Disclosing Party agrees that the foregoing will not apply 3 years after disclosure or if the Receiving Party can document that the information (a) is or has become generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Despite the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law or regulatory or judicial order, provided that the Receiving Party will promptly notify the Disclosing Party and will cooperate, at the Disclosing Party’s sole expense, in any efforts of the Disclosing Party seeking relief from such order.
Definitions and Obligations. In addition to the Materials, during the Term, the parties may disclose to each other, orally or in writing, or a party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the Term and three years thereafter, each party shall: (i) keep all Confidential Information confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Section. “Confidential Information” shall mean all proprietary information concerning the parties unless specifically identified as “non-confidential,” including, but not limited to, all of the parties’ confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. The parties expressly agree that each party shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual without the necessity of posting a bond, and shall be entitled to its reasonable attorneys’ fees and costs as a prevailing party. The foregoing shall be in addition and without prejudice to such rights that such party may have at law or equity.
Definitions and Obligations. Both Parties will treat information marked or designated as ‘confidential’ as “Confidential Information” and shall not disclose such information to any third party, other than required government officials, the Investigators and employees of either Party who have a need to know such information and who are under similar obligations of confidentiality, for a period of five (5) years from the conclusion of the Study or termination date of this Agreement. Confidential Information shall expressly include all Intellectual Property related to this Agreement The obligations of this section do not apply to:
(i) Information, which is in the public domain or comes into the public domain through no fault of either party;
(ii) Information learned by OMNI or Baxter from a third party not subject to a duty to either party to not disclose such information;
(iii) Information already known to the Party before receipt from the other Party, as shown by the Party’s prior written records; and
(iv) Information, which either Party is required by law to disclose, provided that, in any such event, the other Party shall provide the Party having to make a disclosure with prior written notice and a reasonable opportunity to seek a protective order and OMNI shall furnish only that portion of the Confidential Information that its counsel advises is required to be disclosed by law.
Definitions and Obligations. Subject to the other provisions of this Section 6 and the limitation set forth in Section 6C below, ▇▇▇▇▇▇ agrees to pay to Landlord, as Additional Rent, Tenant's Proportionate Share of all actual costs and expenses (the "Common Area Expense") of every kind and nature paid or incurred by Landlord, or for which Landlord is or becomes obligated during the Term. The term “
Definitions and Obligations. During the term of this Agreement, a party (“Disclosing Party) may disclose to the other party (“Receiving Party”), orally or in writing, or Receiving Party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the term of this Agreement, and for a period of five (5) years thereafter, Receiving Party must: (i) keep, and cause all of Receiving Party’s personnel to keep, all Confidential Information strictly confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within Receiving Party’s own organization to only those individuals who require disclosure for performance of Receiving Party’s duties under this Agreement. “Confidential Information” shall mean all information concerning Disclosing Party and Disclosing Party’s clients including, but not limited to, confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. Confidential Information is, and shall be considered to be, the sole and exclusive property of Disclosing Party. Without limiting the generality of the foregoing, Producer agrees that all printed materials, applications, sales literature and other written materials furnished to it by Horizon BCBSNJ is Horizon BCBSNJ’s property at all times. Such materials shall be subject to Horizon BCBSNJ’s control at all times and Producer shall use only the latest versions of such materials authorized by Horizon BCBSNJ. Producer shall in no event amend or modify such materials in any respect.
Definitions and Obligations. In addition to the Materials, during the Term, the parties may disclose to each other, orally or in writing, or a party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the Term and for a period of five (5) years thereafter, each party shall: (i) keep all Confidential Information confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Section. “Confidential Information” shall mean all proprietary information concerning the parties unless specifically identified as “non- confidential,” including, but not limited to, all of the parties’ confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. The parties expressly agree that each party shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual without the necessity of posting a bond, and shall be entitled to its reasonable attorneys’ fees and costs as a prevailing party. The foregoing shall be in addition and without prejudice to such rights that such party may have at law or equity.
Definitions and Obligations. During the Term, either party (the “Disclosing Party”) may disclose to the other (the (“Receiving Party”), orally or in writing, or the Receiving Party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below) of the Disclosing Party. During the Term and for a period of five years thereafter, the Receiving Party must: (i) keep and cause all of its subcontractors to keep all Confidential Information strictly confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Article. “Confidential Information” shall mean all information unless specifically identified as “non-confidential,” including, but not limited to, all of either parties confidential or proprietary information, trade secrets, data, know- how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information.
Definitions and Obligations