Disclosures of Confidential Information. Either Party that wishes to publish or disclose (such Party, a “Disclosing Party”) to any Third Party, including any independent contractors, any or all Confidential Information of the other Party (such Party, an “Affected Party”), must do so with the advance execution of a binding written confidentiality agreement between the Third Party and the Disclosing Party and advance approval of the Affected Party. (For clarity, either Party may disclose the existence of this Agreement to Third Parties, and for further clarity, all Licensed Information shall be deemed to be Confidential Information except as otherwise provided below.) In addition to the above, no Disclosing Party shall disclose to any Third Party, or use for any purpose other than as provided in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder), any Confidential Information of any Affected Party, unless such Disclosing Party can demonstrate that such information: Was known to the Disclosing Party or to the public prior to disclosure to the Disclosing Party by the Affected Party, as shown by contemporaneous written records; Becomes known to the public from a source other than the Disclosing Party, as long as the Disclosing Party had not breached confidentiality obligations in this Agreement by disclosing such information to such source prior to such public knowledge that resulted in such public knowledge; Is disclosed to the Disclosing Party on a non-confidential basis by a Third Party having a legal right to make such disclosure; Is required to be disclosed by law or judicial order; provided, however, the Disclosing Party shall promptly notify the Affected Party and shall not disclose any information without the Affected Party’s prior written consent or until the Affected Party has exhausted any legal actions that Affected Party may take to prevent or limit the requested disclosure; or Is independently developed by the Disclosing Party where the Representative(s) of such Disclosing Party involved in such independent development did not have access to Confidential Information of the Affected Party. Such obligations of confidentiality and non-use shall survive expiration or termination of this Agreement for a period of three (3) years from the effective date of such expiration or termination; provided, however, that to the extent any Licensed Information constitutes a trade secret (as defined under applicable law) of the Affected Party, the res...
Disclosures of Confidential Information. Pursuant to the terms and conditions contained herein, a party may disclose Confidential Information to the other party solely for the purpose of the Proposed Project or the Work. Notwithstanding such disclosure the Confidential Information shall remain the sole and exclusive property of the disclosing party and as such shall be maintained in confidence by the receiving party using the same care and discretion to avoid disclosure as the receiving party uses with its own similar information that it does not wish to disclose. The receiving party may disclose Confidential Information to its Representatives pursuant to Section 4 below but may not use or disclose it to others without the disclosing party’s prior written consent. Notwithstanding the generality of the foregoing, all intellectual property rights which may subsist in the Confidential Information shall remain with the disclosing party. The receiving party shall not use the confidential information for any purposes other than the Proposed Project or the Work without the disclosing party’s prior written consent.
Disclosures of Confidential Information. Except as hereinafter permitted in this Section, without the prior written consent of the Discloser, which consent the Discloser may withhold in its sole discretion, the Recipient shall not directly or indirectly disclose, distribute, republish or transmit the Discloser’s Confidential Information to any Third Party. Notwithstanding the foregoing:
Disclosures of Confidential Information. Disclosures of the Confidential Information shall be made only to officers, employees, agents and/or independent contractors of PPD and [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. its Affiliates who are directly involved in utilizing the rights granted to PPD under this Agreement and who have a specific need to know such information.
Disclosures of Confidential Information. It shall not be a violation of Section 9 if the receiving Party discloses Confidential Information of the disclosing Party because the receiving Party is required to do so in order to comply with applicable law or to comply with any court or administrative order, provided that the disclosing Party receives prior written notice of such disclosure and the receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure / the disclosing Party has a reasonable opportunity to seek protection or confidential treatment of such Confidential Information.
Disclosures of Confidential Information which Recipient can prove is, or had previously become, Non-Confidential Information; or
Disclosures of Confidential Information to Recipient's Representatives who reasonably need to know such information in connection with Recipient's furtherance of the Transaction, including Recipient's rights and obligations under the Transaction Documents, and who have been informed of and have agreed to be bound by the terms and conditions of this Agreement regarding the disclosure and protection of such Confidential Information.
Disclosures of Confidential Information. From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit the disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for the purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
Disclosures of Confidential Information. Disclosures of the Confidential Information shall be made only to officers, employees, agents and/or independent contractors of PPD and its Affiliates who are directly involved in utilizing the rights granted to PPD under this Agreement and who have a specific need to know such information.
Disclosures of Confidential Information. After the Closing contemplated by this Agreement, the Company shall not and shall cause each of its officers, directors, employees and affiliates and other persons acting on its behalf not to divulge to the Investor any information which the Company believes to be material non-public information unless the Investor has agreed in advance in writing to receive such information.
