NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party, other than to its employees, agents, consultants, subsidiaries and other affiliates who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use any Proprietary Information for the benefit of itself or any third party or for any purpose other than the Purpose. Recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Recipient shall not make any copies of the Proprietary Information except to the extent reasonably necessary to carry out the Purpose, or unless otherwise approved in writing in advance by Discloser. Recipient shall not decompile, disassemble or otherwise reverse engineer any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. If the parties mutually agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement, unless otherwise agreed to by the parties in
NON-DISCLOSURE AND LIMITED USE. Each Party (the “receiving Party”) shall maintain the confidentiality of any Confidential Information disclosed by the other Party (the “disclosing Party”) or learned by the receiving Party at the disclosing Party’s laboratories or other premises, shall not disclose, without the prior written consent of the disclosing Party, any Confidential Information to any entity or person other than the Research Personnel of the receiving Party who has a need to know such Confidential Information for carrying out the purpose contemplated hereby and has agreed in writing to the same obligations of confidentiality and restrictions on use as those to which the receiving Party is bound hereby, shall not copy or reproduce any Confidential Information without the written authorization of the disclosing Party except to the extent reasonably required for internal circulation for such purpose, and shall not use any Confidential Information for itself or others for any purpose other than in connection with the Research Project. In protecting Confidential Information, the receiving Party shall take all necessary precautions and Confidential Information shall be treated in the same manner and with the same degree of care as the receiving Party applies with respect to its own confidential information but in no event less than reasonable care.
NON-DISCLOSURE AND LIMITED USE. Each party will hold all Confidential Information of the other Party in strict confidence and will not disclose, sell, license, transfer, or otherwise make available any Confidential Information of the other Party to any third party. The receiving Party will disclose such Confidential Information only to its personnel and its subcontractors’ personnel who have a legitimate need to know such information in connection with such Party’s performance of this Agreement and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. The receiving Party will not use, copy or reproduce any such Confidential Information for the benefit of itself or any third party or for any purpose except to the extent reasonably necessary to exercise its rights or perform its duties under this Agreement or the Intellectual Property Agreement. The receiving Party will take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information of the other Party. Any copies made by the receiving Party will be identified as the property of the disclosing Party and marked “confidential,” “proprietary,” or with a similar legend. All Confidential Information will remain the property of the disclosing Party and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information will be delivered to the disclosing Party promptly upon the other Party’s written request. The obligations of this Section 10.2 (Non-disclosure and Limited Use) with respect to any item of Confidential Information will survive any termination or expiration of this Agreement.
NON-DISCLOSURE AND LIMITED USE. The provisions with regards to use and non-disclosure shall be as set out between the Parties in the JV Agreement. The abbreviated way of referring to the provisions in body of main agreement – again it depends on drafting style and preference
NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Proprietary Information in confidence and shall not disclose any Proprietary Information to any third party, other than to its officers, directors, employees, agents and consultants who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use any Proprietary Information for the benefit of itself or any third party or for any purpose other than the Purpose. Recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Recipient shall not make any copies of the Proprietary Information except to the extent reasonably necessary to carry out the Purpose, or unless otherwise approved in writing in advance by Discloser. If the parties mutually agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement, unless otherwise agreed to by the parties in writing. The obligations of this Section 2 with respect to any item of Proprietary Information shall survive and continue for three (3) years from the date of Recipient’s receipt of such Proprietary Information. Client agrees that Client is not and will not engage in contracting Intellikey services in behalf of any other person or entity for the purpose of competition in any way, internal nor external. Client agrees that in the event that the work that Intellikey is contracted to do is used for, or intended for use in litigation, or involved in litigation or involved in anticipated or possible litigation in any way whatsoever, Client shall reimburse Intellikey all associated costs, including but not limited to attorneys fees and costs, expert witness, travel expenses, consulting and professional fees and any other related fees and costs shall be reimbursed by Client at cost plus 25%.
NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Confidential Information in strict confidence and, except as required by law, shall not disclose any Confidential Information to any third party. Recipient shall disclose the Confidential Information only to employees, officers, directors, attorneys, accountants or other representatives of Recipient who are in need of such information to evaluate the possible business transaction with Sunfield Advisors, and as such, this Confidentiality Agreement shall bind all recipients of the Confidential Information. Recipient shall not use any Confidential Information for its own benefit or for any purpose (including the copying or reverse engineering of financing methodologies and proprietary processes contained herein in addition to; duplication, disclosure, distribution, dissemination, or the solicitation of other parties directly or indirectly to pursue the Project independently of Sunfield Advisors) except to evaluate the Project. Recipient shall take all reasonable measures to protect confidentiality and avoid the unauthorized use of the Confidential Information by Recipient. The foregoing agreement of confidentiality shall extend to all Confidential Information furnished by Sunfield Advisors to Recipient before or after the date of this Agreement, and shall survive the termination of Recipient’s involvement in the Project. Recipient Understands NOT TO CONTACT the Owner/Shareholder of the Business( which information will be released after signing this documents ) directly or indirectly through a third party and understand that all negotiations, inquiries, investigations, purchase offers and/or letters of intent MUST BE MADE THROUGH SUNFIELD ADVISORS.
NON-DISCLOSURE AND LIMITED USE. Confidant shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Confidant shall disclose the Confidential Information only to employees, officers, members, directors, attorneys, accountants, appraisers or other representatives of the Confidant who need to know such information to evaluate the possible business transaction with the Company, and as such, this Confidentiality Agreement shall bind all recipients of the Confidential Information. Confidant shall not use any Confidential Information for its own benefit or for any purpose except to evaluate the possible business transaction. Confidant shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use of the Confidential Information. Notwithstanding the foregoing, Confidant may disclose any Confidential Information required under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or at the request of a governmental agency having regulatory or supervisory authority over Confidant. Confidant shall promptly notify the Company of the existence, terms and circumstances surrounding such subpoena or order, so long as such notification is not prohibited by the terms of such subpoena or order, so that the Company can determine if it wishes, at its expense, to take legally available steps to resist or narrow the scope thereof. No such notice to the Company shall be required in the event of disclosure to a governmental agency of Confidential Information in the course of such agency’s regulatory examination of Confidant.
NON-DISCLOSURE AND LIMITED USE. Receiving Party shall, and shall cause its directors, officers, employees, agents and advisors to, hold all Proprietary Information (as defined below) in strict confidence and shall not, and shall cause its directors, officers, employees, agents and advisors not to, directly or indirectly, disclose any Proprietary Information to any third party. Receiving Party may disclose Proprietary Information only to employees and advisors of Receiving Party who need to know such information to evaluate the possible business transaction with Disclosing Party and who has signed agreements that obligate them to treat Proprietary Information as required under this Agreement. Receiving Party shall not, nor shall it permit its directors, officers, employees, agents and advisors to directly or indirectly, use any Proprietary Information nor shall it license, sell assign, transfer or convey any Proprietary Information, for its own benefit or for any purpose except to evaluate, directly or indirectly, the possible business transaction with Disclosing Party. Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of Proprietary Information. No copies, reproductions or other images of Proprietary Information may be made unless approves in writing by Disclosing Party.
NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Confidential Information in confidence and shall not disclose any Confidential Information to any third party, other than to its employees, managers, members, affiliates, consultants, attorneys, accountants, bankers and other advisors (collectively, “Representatives”) who need to know such information and who agree to be bound by the terms hereof or such other restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall be responsible for any breach of this Agreement by its Representatives. Recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. Recipient shall not make any copies of the Confidential Information except to the extent reasonably necessary to carry out the Purpose, or unless otherwise approved in writing by Discloser. Except as required by law or as reasonably required to assert its rights hereunder, neither party shall disclose the existence or substance of the discussions between the parties or any terms of this Agreement or any related agreement between the parties (or any matters relating thereto) to any third party other than its Representatives, without the prior written consent of the other party. The obligations of this Section 2 with respect to any item of Confidential Information or any discussions or agreements between the parties shall survive any termination or expiration of this Agreement and continue for three (3) years from the date of Recipient’s receipt of such Confidential Information.
NON-DISCLOSURE AND LIMITED USE. CONTRACTOR acknowledges that it will gain access to confidential data and information by reason of this Agreement, and CONTRACTOR further acknowledges that irreparable harm to COUNTY can be occasioned by disclosure of that data and information. CONTRACTOR warrants that it shall treat all data, information, sensitive forms, records and documents which come into its possession, or to which it gains access, under this Agreement, as strictly confidential and proprietary to COUNTY. CONTRACTOR shall exercise a standard of care to protect said data, information, sensitive forms, records and documents that is at least as high as that used by CONTRACTOR to protect its own confidential and proprietary data. CONTRACTOR shall not use said data, information or other information except for COUNTY business.
