Common use of General disposition Clause in Contracts

General disposition. All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with Research Projects or in relation with business, affairs, customers, clients or suppliers of the other Party, is “Confidential Information”. The Recipient hereby undertakes for a period of 5 years after the end of the Research Project : not to use Confidential Information otherwise than for the purpose for which it was disclosed; not to disclose Confidential Information without the prior written consent by the Disclosing Party ; ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained. The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in the Research Project and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Research Project and/or after the termination of the contractual relationship with the employee or third party. The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show by written evidence that: the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party ; the Confidential Information was already known to the Recipient prior to disclosure, or

General disposition. 22.1.1 All information in whatever form or mode of communication, which is disclosed by a Party (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with Research Projects or in relation with business, affairs, customers, clients or suppliers of the other Party, is “Confidential Information”. . 22.1.2 The Recipient hereby undertakes for a period of 5 years after the end of the Research Project : − not to use Confidential Information otherwise than for the purpose for which it was disclosed; − not to disclose Confidential Information without the prior written consent by the Disclosing Party ; − ensure that internal distribution of Confidential Information by a Recipient shall take place on a strict need-to-know basis; and − to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in a machine readable form to the extent practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information because of compliance with applicable laws and regulations or for the proof of on-going obligations provided that the Recipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained. . 22.1.3 The Recipients shall be responsible for the fulfilment of the above obligations on the part of their employees or third parties involved in the Research Project and shall ensure that they remain so obliged, as far as legally possible, during and after the end of the Research Project and/or after the termination of the contractual relationship with the employee or third party. . 22.1.4 The above shall not apply for disclosure or use of Confidential Information, if and in so far as the Recipient can show by written evidence that: − the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; − the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; − the Confidential Information is communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; − the Confidential Information, at any time, was developed by the Recipient completely independently of any such disclosure by the Disclosing Party ; − the Confidential Information was already known to the Recipient prior to disclosure, oror − the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, subject to the provision Section 22.1.7 hereunder. 22.1.5 The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of a Research Project as with its own confidential and/or proprietary information, but in no case less than reasonable care. 22.1.6 Each Party shall promptly advise the other Party in writing of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such unauthorised disclosure, misappropriation or misuse. 22.1.7 If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure : − notify the Disclosing Party, and − comply with the Disclosing Party’s reasonable instructions to protect the Confidential Information.