Non-Disclosure of Confidential Information. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 8 contracts
Samples: License Agreement (UL Solutions Inc.), License Agreement (UL Solutions Inc.), License Agreement (UL Solutions Inc.)
Non-Disclosure of Confidential Information. The Receiving Parties each agree to use the Confidential Information disclosed to it by the other Party, or with respect to which it otherwise has access or becomes aware, solely for the purpose of carrying out discussions concerning, and, if the Parties enter into a Relationship, the undertaking of, the Relationship. Neither Party shall disclose or permit disclosure of any Confidential Information of the other Party to any person, other than its “Representatives”, defined as directors, officers, employees, affiliates, advisors (including, without limitation, attorneys, accountants, tax and financial advisors), consultants, representatives, potential financing sources and controlling persons to whom Confidential Information is disclosed who are required to have the information in order to carry out the discussions regarding the Relationship and/or the Relationship and who have been informed of the confidential nature of the Confidential Information and the obligations of this Agreement and who have an obligation (fiduciary, contractual or otherwise) to honor the confidentiality provisions of such agreement. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the same other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care in protecting that the confidentiality of the Disclosing Party’s receiving Party utilizes to protect its own Confidential Information as it does with its ownof a similar nature, but in which shall be no event less than a reasonable degree care. Each Party agrees to notify the other in writing of careany actual or suspected misuse, and shall not, without the prior written consent misappropriation or unauthorized disclosure of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party that may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant come to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purposeattention. Each Party shall treat will be responsible for a breach of the terms confidentiality provisions of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Partyby its Representatives.
Appears in 5 contracts
Samples: Mutual Nondisclosure Agreement, Mutual Nondisclosure Agreement, Mutual Nondisclosure Agreement
Non-Disclosure of Confidential Information. The Receiving Party shall use During the same degree of care in protecting the confidentiality course of the Disclosing PartyEmployee’s employment with Live Nation, Live Nation will provide the Employee with access to certain confidential information, trade secrets and other matters which are of a confidential or proprietary nature, including, without limitation, Live Nation’s customer lists, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, employment pay information and data and other information Live Nation treats as confidential or proprietary (collectively, the “Confidential Information”). Live Nation provides on an ongoing basis such Confidential Information as it does with its own, but Live Nation deems necessary or desirable to aid the Employee in no event less than a reasonable degree the performance of carethe Employee’s duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and shall not, without the prior written consent of the Disclosing Party, agrees not to disclose any such Confidential Information of the Disclosing Party to any third party anyone outside Live Nation except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent that: (i) the Employee deems such disclosure or use reasonably necessary or appropriate in connection with performing the provision Employee’s duties on behalf of services Live Nation; (ii) the Employee is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all Employee will promptly inform Live Nation of such other Party’s Confidential Information. Notwithstanding the foregoingevent, will cooperate with Live Nation in attempting to obtain a Receiving Party may retain copies of the Disclosing Party’s protective order or to otherwise restrict such disclosure and will only disclose Confidential Information to the minimum extent necessary to comply with any such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), court order; or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (biii) such Confidential Information is kept becomes generally known to and available for use in the industries in which Live Nation does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that the Employee will not during employment and/or at any time thereafter use such Confidential Information for any purpose, including, without limitation, competing, directly or indirectly, with Live Nation. The Employee agrees that any confidential as required under or proprietary information and materials the Employee receives from third parties relating to the Employee’s employment with Live Nation shall be deemed “Confidential Information” for all purposes of this Agreement and is used for no will be subject to all limitations on use and disclosure set forth in this Agreement, and the Employee will not use or disclose any such information and materials in any manner inconsistent with any of Live Nation’s obligations towards such third party. At such time as the Employee ceases to be employed by Live Nation, the Employee will immediately turn over to Live Nation all Confidential Information, including papers, documents, writings, electronically stored information, other purpose. Each Party shall treat property and all copies of them, provided to or created by the terms of this Agreement as if they were Employee during the Confidential Information course of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other PartyEmployee’s employment with Live Nation.
Appears in 3 contracts
Samples: Employment Agreement (Live Nation, Inc.), Employment Agreement (Live Nation, Inc.), Employment Agreement (Live Nation, Inc.)
Non-Disclosure of Confidential Information. The Receiving Each Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s agrees that all Confidential Information as it does of a Party that is disclosed by a Party to the other Party (a) will not be used by the receiving Party except in connection with its ownthe activities contemplated by this Agreement, but (b) will be maintained in no event less than a reasonable degree of careconfidence by the receiving Party, and shall not, (c) will not be disclosed by the receiving Party to any Third Party without the prior written consent of the Disclosing disclosing Party. Notwithstanding the foregoing, disclose any Confidential Information of the Disclosing receiving Party will be entitled to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also use and disclose Confidential Information of the Disclosing disclosing Party that (i) was known by the receiving Party or its Affiliates prior to its date of disclosure by the disclosing Party to accountantsthe receiving Party as demonstrated by legally admissible evidence available to the receiving Party, attorneys(ii) either before or after the date of the disclosure such Confidential Information is lawfully disclosed to the receiving Party or its Affiliates by sources other than the disclosing Party, insurers(iii) either before or after the date of the disclosure by the disclosing Party or its Affiliates to the receiving Party such Confidential Information becomes published or otherwise part of the public domain through no fault, bankact or omission on the part of the receiving Party or its Affiliates, (iv) is independently developed by or for the receiving Party or its Affiliates without reference to or in reliance upon the Confidential Information as demonstrated by legally admissible evidence available to the receiving Party or its Affiliates, (v) is reasonably necessary to conduct clinical trials or to obtain regulatory approval of Products, or for the prosecution and maintenance of Patents, and such Patents shall include without limitation claims to the nucleic acid component of the Products, the Products as formulated with an LNP including excipients, as well as methods of use and manufacture of the foregoing, along with any other claims that are usual and customary to obtain maximum protection for a pharmaceutical, (vi) is reasonably required in order for a Party to obtain financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical conduct discussions with existing or potential Development and/or Commercialization partners so long as such Third Party recipients are bound by an obligation of confidentiality, solely or (vii) in the reasonable judgment of the receiving Party is required to be disclosed by the receiving Party to comply with applicable laws or regulations or legal process, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure, or (viii) solely with respect to Confidential Information comprising Alnylam Know-How, Tekmira Know-How or Protiva Know-How, is otherwise reasonably necessary to disclose in connection with the provision Research, Development or Commercialization of services Products hereunder. Alnylam and its Affiliates shall not provide the Tekmira Manufacturing Documents or copies thereof to the Receiving any Third Party, and shall not reproduce such Tekmira Manufacturing Documents in any patent application, publication or other public disclosure; provided, however, that Alnylam and its Affiliates shall be permitted to potential investors provided any provide such information is marked as strictly confidential Tekmira Manufacturing Documents to (1) on a need-to-know basis, Third Party contract manufacturers and required other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in connection with Development, Manufacturing or regulatory matters for Alnylam Products and/or (2) Sublicensees (who shall also be maintained permitted to provide such Tekmira Manufacturing Documents on a need-to-know basis to Third Party contract manufacturers and other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in confidence. Upon the termination of this Agreementconnection with Development, Manufacturing or regulatory matters for Alnylam Products), in each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies foregoing clauses (a1) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures or (including those regarding electronic communications2), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect that are subject to a Receiving Party’s publicly-traded securitiesbinding confidentiality agreements containing reasonably customary terms and conditions and, so long as in the case of Third Party contract manufacturers and other Permitted Contractors, restricting such Third Parties from providing the Tekmira Manufacturing Documents to further Third Parties other than in accordance with clause (a3) below, and/or (3) regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval for, or comply with regulatory requirements applicable to the Development or Commercialization of, any Alnylam Product. Notwithstanding anything to the contrary in this Agreement, the confidentiality and (b) such Confidential Information is kept confidential as required non-use obligations under this Agreement and the restrictions set forth in the immediately preceding paragraph shall not apply to Confidential Information consisting of Alnylam Know-How, Tekmira Know-How or Protiva Know-How, including such Confidential Information comprised by the Tekmira Manufacturing Documents, that is used for no other purposementally retained in the unaided memories of the receiving Party’s and its Affiliates’ employees, consultants and advisors. Each For the avoidance of doubt, information received by a Party solely as a result of the litigation settled pursuant to the Settlement Agreement shall not be governed by this Agreement and therefore shall not be subject to the exceptions set forth in the immediately preceding paragraphs permitting the use and disclosure of Confidential Information hereunder (i.e., nothing in this Agreement shall lessen any restrictions on the use and disclosure of such information imposed in such litigation proceedings). If a Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 6.1, such Party shall treat promptly inform the terms other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 6.1, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably practical, including without limitation seeking an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information. In addition to the foregoing restrictions on public disclosure, if either Party concludes that a copy of this Agreement as if they were must be filed with the Confidential Information of United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party shall seek the maximum confidential treatment available under applicable law, provide the other Party and each with a copy of this Agreement showing any sections as to which the Party shall be responsible for the actions and inactions of each party proposes to whom it disclosing Confidential Information of request confidential treatment, provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of this Agreement for confidential treatment, and take such Party’s reasonable comments into consideration before filing this Agreement.
Appears in 3 contracts
Samples: Cross License Agreement (Alnylam Pharmaceuticals, Inc.), Cross License Agreement (TEKMIRA PHARMACEUTICALS Corp), Cross License Agreement (TEKMIRA PHARMACEUTICALS Corp)
Non-Disclosure of Confidential Information. The Receiving Party shall hereby agrees not to use or disclose the same degree Relationship or any Confidential Information provided to it by or obtained by it from the Disclosing Party for any reason including its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the Relationship, including, without limitation disclosure of care in protecting (i) the confidentiality fact that discussions or negotiations are taking place concerning the Relationship including the status thereof or the termination of discussions or negotiations with the Disclosing Party’s , (ii) any of the terms, conditions or other facts with respect to any Relationship, (iii) that this letter agreement exists or the terms hereof, or that Confidential Information has been made available to the Receiving Party or (iv) any opinion or view with respect to the Confidential Information. Except as it does with its ownset forth in this Agreement, but in no event less than a reasonable degree of care, and shall the Receiving Party will not, without the prior written consent of the Disclosing Partyexcept as required by law or court order, disclose any Confidential Information to third parties or to employees, agents or professional advisors of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, except employees, agents or as otherwise professional advisors who are required to have the information in order to exercise its rights or perform its obligations under this Agreementcarry out the discussions in connection with and regarding the undertaking of the Relationship, subject to the requirements below. A The Receiving Party may also disclose Confidential Information of the Disclosing Party to accountantsif required by law or court or governmental order or process, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to provided that the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon Party gives the termination of this Agreement, each Disclosing Party shall return to the other Party or destroy all prompt written notice of such requirement to permit the Disclosing Party to seek a protective order or other Party’s Confidential Informationappropriate relief. Notwithstanding the foregoing, a The Receiving Party may retain copies will ensure that any of the Disclosing Party’s Confidential Information its employees, agents, representatives, advisors or officers and directors to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such whom Confidential Information is kept disclosed or who have access to Confidential Information will be made aware of its confidential as required under this Agreement nature and is used for no other purpose. Each Party shall treat will agree to be bound by the terms of this Agreement as if they were Agreement. The Receiving Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the other highest degree of care that the Receiving Party and each utilizes to protect its own confidential information of a similar nature, but in no circumstances less than reasonable care. The Receiving Party shall be responsible for agrees to notify the actions and inactions Disclosing Party in writing of each party to whom it disclosing any misuse or misappropriation of Confidential Information immediately after the Receiving Party learns of the other Partysuch misuse or misappropriation.
Appears in 2 contracts
Samples: Non Disclosure and Non Circumvention Agreement, Non Disclosure and Non Circumvention Agreement
Non-Disclosure of Confidential Information. Each HYTT Party acknowledges that it is the policy of Encompass to maintain as secret and confidential all Confidential Information. The Receiving parties hereto recognize that by reason of HYTT's operation of its business prior to the Closing, and activities in connection with the Agreement, the HYTT Parties have acquired Confidential Information. Each HYTT Party shall use recognizes that, effective upon the same degree of care in protecting the confidentiality of the Disclosing Party’s Closing, all such Confidential Information as it does with its ownis and shall remain the sole property of Encompass, but in no event less than a reasonable degree free of careany rights of any HYTT Party, and shall acknowledges that Encompass has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, each HYTT Party agrees that at all times from and after the date hereof, it/he will not, directly or indirectly, without the prior written consent of Encompass, disclose to any person, firm, company or other entity (other than Encompass or any of its Affiliates) any Confidential Information, except to the Disclosing Partyextent that (i) any such Confidential Information becomes generally available to the public or trade, other than as a result of a breach by a HYTT Party of this Section 4, or (ii) any such Confidential Information becomes available to a HYTT Party on a non-confidential basis from a source other than Encompass; provided, that such source is not known by a HYTT Party to be bound by a confidentiality agreement with, or other obligation of secrecy to, Encompass or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if a HYTT Party is required by law or legal process to disclose any Confidential Information of Information; provided, that in such case, the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party HYTT Parties shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to give Encompass the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications)earliest notice possible that such disclosure is or may be required, or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept cooperate with Encompass, at Encompass' expense, in protecting, to the maximum extent legally permitted, the confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms or proprietary nature of this Agreement as if they were the Confidential Information of the other Party and each Party shall which must be responsible for the actions and inactions so disclosed. The obligations of each party to whom it disclosing Confidential Information HYTT Party under this Section 4 shall survive any termination of the other Party.this Non-Competition Agreement. EXECUTION COPY
Appears in 2 contracts
Samples: Noncompetition and Nondisclosure Agreement (Hy Tech Technology Group Inc), Noncompetition and Nondisclosure Agreement (Advanced Communications Technologies Inc)
Non-Disclosure of Confidential Information. The Receiving Party shall Each party agrees that, for a period of three (3) years after the receipt of any Confidential Information, it will (a) not use, or authorize the use of, such Confidential Information for any purpose other than to fulfill its obligations under this Agreement; (b) hold such Confidential Information in strict confidence and protect such Confidential Information with the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, (but in no event less than a reasonable degree of care) normally used to protect its own similar Confidential Information; (c) take all steps as may be reasonably necessary to prevent such Confidential Information from being revealed to any person or entity other than to (i) those of its employees, production personnel and agents who have a need to know such Confidential Information to enable it to fulfill its obligations under this Agreement and who are bound by written confidentiality obligations prohibiting the further use and disclosure thereof, and shall not, without (ii) those to whom the prior written consent other party has authorized in writing the disclosure of the Disclosing Party, disclose such Confidential Information; and (d) not copy or reproduce in any Confidential Information of the Disclosing Party to any third party media (except as required by Applicable Laws, by the rules of any national stock exchange with respect may be strictly necessary to a Receiving Party’s publicly-traded securities, or as otherwise required in order enable it to exercise its rights or perform fulfill its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants), attorneysdecompile, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal disassemble or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided reverse engineer all or any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all part of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange each party's obligations with respect to a Receiving Party’s publicly-traded securitiesany source code, so long as patent application, or other trade secret in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement will survive beyond such three (3) year period (and is used for no other purpose. Each Party shall treat the terms expiration of this Agreement as if they were Agreement). The parties further agree that in the event that either party is directed to disclose any portion of any Confidential Information of the other Party and each Party shall be responsible for party by operation of law or in connection with a judicial or governmental proceeding or arbitration, it will immediately notify the actions and inactions of each other party to whom it disclosing Confidential Information and, at the sole cost of the other Partyparty, will assist the other party in seeking a suitable protective order or assurance of confidential treatment and in taking any other steps deemed reasonably necessary by the other party to preserve the confidentiality of any such Confidential Information.
Appears in 2 contracts
Samples: Digital Media Technical Services Agreement, Digital Media Technical Services Agreement
Non-Disclosure of Confidential Information. The Receiving Party During the term of this Agreement and at all times thereafter, neither party shall directly or indirectly (a) use the other party’s Confidential Information for any purpose other than that for which it is used or disclosed under the terms of this Agreement, (b) disclose to any person or entity any Confidential Information or in any other way publicly or privately disseminate any Confidential Information, or (c) assist, authorize or encourage anyone else to use, disclose, or disseminate any Confidential Information. Without limiting the foregoing, I-Dealer and its Web Site shall not use Company Confidential Information related to Subscribers or potential Subscribers to directly or indirectly contact or communicate with Subscribers or potential Subscribers concerning the Company or its Wireless Service. Both parties agree that they shall: (a) hold all the other party’s Confidential Information in confidence using the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with that such party uses to protect its own, own confidential and proprietary information (but in no event less than a reasonable degree of care, and shall not, without ); (b) use the prior written consent of the Disclosing Party, disclose any Confidential Information only for the purpose of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its performing obligations under this Agreement. A Receiving Party may also disclose ; (c) reproduce any Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely only to the extent necessary in connection with the provision to perform such obligations; (d) restrict disclosure of services and access to the Receiving Partysuch Confidential Information only to those Personnel who are directly concerned with, and who agree to potential investors provided any maintain the confidentiality of, the Confidential Information; and (e) take all precautions necessary and appropriate to guard the confidentiality of the Confidential Information, including informing employees who handle such information that it is marked as strictly confidential and required not to be maintained in confidencedisclosed to others. Upon the termination of this Agreement, each Party all Confidential Information in the possession or control of either party or its Personnel (including all originals and copies of all or any portion of any Confidential Information) shall return be promptly returned to the other Party or destroy all of such other Party’s Confidential Informationparty. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course backI-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) Dealer and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party Company shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.ensuring compliance with this section T-Mobile USA, Inc. Confidential
Appears in 2 contracts
Samples: Premier I Dealer Agreement (Inphonic Inc), Premier I Dealer Agreement (Inphonic Inc)
Non-Disclosure of Confidential Information. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination For purposes of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s term “Confidential Information. Notwithstanding ” means this Agreement, the terms of any of the foregoing, a Receiving Party may retain copies and all confidential information, ideas, trade secrets, procedures, methods, systems, concepts, technology, program code, source code, user interfaces, displays, file layouts, algorithms, inventions, technical know-how improvements, data, files, information relating to suppliers and customer identities and lists, records, business and marketing plans, user, training and operational manuals, printed collateral documentation and all similar information and other proprietary property of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding parties, whether disclosed orally or in writing or in electronic communications)form, or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as other media. Each party recognizes and acknowledges that it had in the case of (a) past, currently has, and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat in the terms of this Agreement as if they were the future may possibly have access to Confidential Information of the other Party party and each Party shall be responsible for the actions that such information is valuable, special and inactions of each unique. Each party to whom agrees that it disclosing will not disclose or itself use, directly or indirectly, Confidential Information of the other Partyparty to any person, firm, company, association or other entity (except for the disclosing party’s directors, officers, employees and representatives on a need-to-know basis) for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of such party, (ii) disclosure is required by law or the final order of any governmental authority, including subpoena, or is required under the Securities Act or the Securities Exchange Act of 1934, as amended, or the rules promulgated under either such Act, (iii) a party determines such disclosure is reasonably necessary to carry out its responsibilities hereunder, (iv) a party determines that disclosure is reasonably necessary to enforce such party’s rights hereunder, or (v) the other party consents in writing to such disclosure; provided, that prior to disclosing any information pursuant to clause (ii), such party shall, if possible, give prior written notice thereof to the other party, and provide the other party with the opportunity to contest such disclosure. In the event of a breach or threatened breach by a party of the provisions of this Section, the other party is entitled to an injunction restraining such party from disclosing, in whole or in part, such Confidential Information. Nothing contained herein may be construed as prohibiting either party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Appears in 2 contracts
Samples: Agreement and Release (Edap TMS Sa), Agreement and Release (Healthtronics, Inc.)
Non-Disclosure of Confidential Information. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, but in no event with less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party Third Party except as required by Applicable Lawsapplicable laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bankbanks, financing sources, lenders and other third-party Third Party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, confidentiality solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and is required to be maintained in confidence. Upon the termination or expiration of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws applicable laws or regulations or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party Person to whom it disclosing discloses Confidential Information of the other Party.
Appears in 2 contracts
Samples: Ul Standards Access and License Agreement (UL Solutions Inc.), Ul Standards Access and License Agreement (UL Solutions Inc.)
Non-Disclosure of Confidential Information. The Receiving Party shall Recipient agrees not to use the same degree of care in protecting the confidentiality of the Disclosing Party’s any Confidential Information as disclosed to it does with by RB Rail for its own, but own use or for any purpose other than the purpose indicated in no event less than a reasonable degree Clause 1 of care, and this Agreement (the “Permitted Purpose”). The Recipient shall not, without the prior written consent not disclose or permit disclosure of the Disclosing Party, disclose any Confidential Information of the Disclosing Party RB Rail to third parties. The Recipient and the receiving party (any third party except as required by Applicable Lawsnatural or legal person, by any employee or personnel of the rules of Recipient) will inform in writing any national stock exchange with respect person to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose whom the Confidential Information is to be given pursuant to this sub-Clause of confidential nature of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders Confidential Information and other third-party advisors under a contractual, legal that some or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information. Notwithstanding the foregoingThe receiving party (any natural or legal person, a Receiving Party may retain copies any employee or personnel of the Disclosing Party’s Confidential Information Recipient) will inform in writing any person to whom the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept to be given pursuant to this sub-Clause of confidential as required nature of the Confidential Information and ensure that the receiving party will undertake information protections measures equal to the protection measures under this Agreement and is used for no other purposethe Agreement. Each Party party agrees that it shall treat take all reasonable measures to protect the terms secrecy of this Agreement as if they were the and avoid disclosure or use of Confidential Information of the other Party and each Party party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorised under this Agreement (if any) to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be responsible for no less than reasonable care. Each party agrees to notify the actions and inactions other party in writing of each party to whom it disclosing any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the other Party.disclosing party which may come to the receiving party’s attention. In any occasion it is the Recipient's responsibility to ensure that any disclosure (if permitted herein) of the Confidential Information shall meet the same requirements as the Recipient has in this Agreement
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Non-Disclosure of Confidential Information. The Receiving Party shall use Each party, when it is the same degree of care in protecting receiving party agrees: (i) to hold the confidentiality of the Disclosing Party’s disclosing party's Confidential Information as it does with its own, but in no event less than a reasonable degree of care, strict confidence and shall not, not to disclose such Confidential Information to any other Third Party without the prior written consent of the Disclosing Partydisclosing party; and (ii) not to use, disclose at any time following the Effective Date, any Confidential Information of the Disclosing Party to any third disclosing party except as required by Applicable Laws, by for its own benefit or for the rules benefit of any national stock exchange Third Party for any purpose other than for the express purposes permitted under this Supply Agreement or any other agreement between the parties and/or their respective Affiliates relating to the Product; and (iii) to limit the disclosure of Confidential Information to Permitted Persons. For purposes hereof, the term "PERMITTED PERSON" shall mean the receiving officers and employees of *** Certain confidential information contained in this document, marked with respect 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the receiving party or an Affiliate of the receiving party who have a Receiving Party’s publicly-traded securities, or as otherwise required need to know in order to carry out the obligations under this Supply Agreement; provided each has agreed in writing to maintain the confidentiality of the Confidential Information in a manner no less protective than that set forth herein. The receiving party shall use Confidential Information of a disclosing party solely to exercise its rights or and perform its obligations under this AgreementSupply Agreement (including without limitation the right to use such Confidential Information in connection with obtaining Marketing Authorizations in the Territory and to disclose such Confidential Information to a Regulatory Authority in the Territory), unless otherwise mutually agreed in writing. A Receiving Party may also disclose The receiving party shall take the same degree of care with Confidential Information of the Disclosing Party a disclosing party that it uses to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly protect its own confidential and required to be maintained proprietary information of a similar nature and importance (but in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communicationsany event no less than reasonable care), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 1 contract
Samples: Supply Agreement (Allergan Inc)
Non-Disclosure of Confidential Information. The Receiving Party agrees that, even though Confidential Information may have been or may be contributed to, developed or acquired by the Receiving Party, Confidential Information is the exclusive property of the Disclosing Party to be held by the Receiving Party in trust and solely for the Disclosing Party’s benefit whether such Confidential Information was contributed to, developed or acquired by the Receiving Party before, during or after the Term. The Receiving Party shall act as a fiduciary with respect to all Confidential Information and act in accordance with the highest standards established by law with respect to the duties of a person in a position of trust. Accordingly, the Receiving Party acknowledges and agrees that prior to the Effective Date, the Receiving Party has not and the Receiving Party shall not directly or indirectly at any time during the Term, or subsequent to the termination of this Agreement, use Confidential Information for the same degree Receiving Party’s benefit or the benefit of care in protecting the confidentiality of any person or entity other than the Disclosing Party’s , or reveal, report, publish, transfer, or otherwise disclose to any person or entity, any Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose except to: (i) Representatives of the Receiving Party who have a need to know for purposes of this Agreement and have entered into a confidentiality agreement the same as or at least as restrictive as the confidentiality obligations contained herein, and, provided, further that in all respects the Receiving Party shall remain liable for any Confidential Information actual or threated breach by such Receiving Party’s Representatives of the confidentiality obligations contained herein, (ii) vendors, contractors, or consultants to the Disclosing Party that have executed confidentiality and non-disclosure agreements in favor of the Disclosing Party to any third party except as required and are authorized by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountantsreceive the Confidential Information, attorneys, insurers, bank, financing sources, lenders and (iii) other third-party advisors under persons or entities whom the Disclosing Party agrees in writing are in a contractual, legal contractual or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection fiduciary relationship with the provision of services to the Receiving Disclosing Party, and to potential investors provided any or who have a need for such information is marked as strictly confidential and required to be maintained Confidential Information for purposes that are in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies best interests of the Disclosing Party’s , and are authorized by the Disclosing Party to receive Confidential Information to Information. This provision does not prohibit the extent such copies (a) are electronically stored pursuant to Receiving Party from disclosing information which legally is, or becomes of, general public knowledge from authorized sources other than the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 1 contract
Non-Disclosure of Confidential Information. (a) The Receiving Party shall will (i) use the same degree Confidential Information furnished to it solely for the purpose of care evaluating, negotiating, documenting or effectuating a Transaction and for no other purpose, (ii) not disclose the Confidential Information furnished to or prepared by it to any third party, except for disclosures to its Representatives who, in protecting each case, the confidentiality Receiving Party determines in good faith need to know such information for the purpose of evaluating, negotiating, documenting or effectuating a Transaction, (iii) inform its Representatives of the Disclosing Party’s confidential nature of the Confidential Information furnished to or prepared by it and direct its Representatives to treat such Confidential Information confidentially and subject to the same obligations as it does with its ownare applicable to the Receiving Party in respect of such Confidential Information, but in no event less than a reasonable degree of care, and shall not, without (iv) take such additional precautions as may be reasonably necessary to prevent the prior written consent disclosure of the Disclosing Party, disclose any Confidential Information of the Disclosing Party furnished to or prepared by it or by its Representatives to any third party except or its use by its Representatives for any purpose other than evaluating, negotiating, documenting or effectuating a Transaction, and (v) be responsible for any breach of this Agreement by its Representatives (including such Representatives who subsequent to the first date of disclosure of Confidential Information hereunder become former Representatives) as required by Applicable Lawsif such Representatives were direct parties hereto. As used in this Agreement, by the rules of any national stock exchange “Representatives” means, with respect to a Receiving Party, such Party’s publicly-traded securitiesaffiliates and its and their directors, or as otherwise required in order to exercise officers, employees, advisors and representatives (including without limitation its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to independent accountants, investment bankers and attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information). Notwithstanding the foregoing, no bank, private equity firm or other equity or debt financing source or employee or other representative thereof will be deemed to be a “Representative” of the Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms purposes of this Agreement as if they were unless approved in writing by the Confidential Information of the other Providing Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Partyin its discretion.
Appears in 1 contract
Non-Disclosure of Confidential Information. The Receiving Party shall use Each Party, when it is the same degree of care in protecting receiving Party, agrees: (a) to hold the confidentiality of the Disclosing disclosing Party’s 's Confidential Information as it does with its own, but in no event less than a reasonable degree of care, strict confidence and shall not, not to disclose such Confidential Information to any other Third Party without the prior written consent of the Disclosing disclosing Party; (b) not to use, disclose at any time following the Effective Date, any Confidential Information of the Disclosing disclosing Party to any third party except as required by Applicable Laws, by for its own benefit or for the rules benefit of any national stock exchange with respect Third Party for any purpose other than for the express purposes permitted under this Agreement or any other agreement between the Parties and/or their respective Affiliates relating to Product; and (c) to limit the disclosure of Confidential Information to Permitted Persons. For purposes hereof, the term "Permitted Person" will mean the receiving officers and employees of the receiving Party or of an Affiliate of the receiving Party who have a Receiving Party’s publicly-traded securities, or as otherwise required need to know in order to carry out the obligations under this Agreement; provided each has agreed in writing to maintain the confidentiality of the Confidential Information in a manner no less protective than that set forth herein. The receiving Party will use Confidential Information of a disclosing Party solely to exercise its rights or and perform its obligations under this AgreementAgreement (including without limitation the right to use and disclose such Confidential Information in Regulatory Approval Applications and regulatory filings), unless otherwise mutually agreed in writing. A Receiving The receiving Party may also disclose will take the same degree of care with Confidential Information of the Disclosing a disclosing Party that it uses to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly protect its own confidential and required to be maintained proprietary information of a similar nature and importance (but in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communicationsany event no less than reasonable care), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 1 contract
Samples: License Agreement (Allergan Inc)
Non-Disclosure of Confidential Information. The Receiving Party shall use From and after the same degree of care in protecting the confidentiality Closing Date, each of the Disclosing Party’s Confidential Information as it does with its ownSeller, but in no event less than a reasonable degree of careon the one hand, and the Buyer, on the other hand (as such, a “Restricted Party”) shall not, without the prior written consent of the Disclosing Partydirectly or indirectly, disclose or use at any time (and shall cause its Affiliates and Representatives not to disclose or use) any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, owned by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securitiesother Party (whether or not such information is or was developed by it), or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely except to the extent necessary in connection with the provision of services that such disclosure or use is directly related to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon by the termination performance of this Agreement, each Party shall return its duties to the other Party or destroy all as required by Law, deposition, interrogatory, subpoena, civil investigation, discovery request or other legal process, or as otherwise provided hereunder. From and after the Closing Date, each Restricted Party further agrees to take commercially reasonable steps, to the extent within its control, to safeguard such Confidential Information owned by the other Party and to protect it against disclosure, misuse, espionage, loss and theft. To the extent permitted by Law, in the event any of the Restricted Parties is required by Law, deposition, interrogatory, subpoena, civil investigation, discovery request or other legal process, to disclose any Confidential Information owned by the other Party, such Restricted Party shall promptly notify the other Party in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and shall cooperate with the other Party’s reasonable requests to preserve the confidentiality of such Confidential Information consistent with applicable Law. For purposes of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to a Party’s business or its suppliers, distributors, customers, independent contractors or other business relationships. Confidential Information includes the following as they relate to a Party’s business and, in each case, to the extent a Party obtains a commercial benefit from the secret nature of such information: internal business information (including information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods and potential acquisition candidates); identities of, individual requirements of, and specific contractual arrangements with, the business’s suppliers, distributors, customers, independent contractors or other business relations and their confidential information; trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and databases relating thereto; and inventions, innovations, improvements, developments, methods, designs, analyses, drawings, and reports. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information does not include such information which: (A) at the time of disclosure is publicly available or thereafter becomes publicly available through no act or omission of a Restricted Party; (B) is thereafter disclosed or furnished to the extent Restricted Party by a third party who is not known by such copies Restricted Party to have acquired the information under an obligation of confidentiality; or (aC) are electronically stored pursuant is independently developed by the Restricted Party without the use of or reference to Confidential Information after the Closing Date. For clarity, all information constituting Confidential Information relating to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as Business included in the case of (a) and (b) such Confidential Information is kept confidential Purchased Assets shall be treated as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for Buyer after the actions and inactions of each party Closing pursuant to whom it disclosing Confidential Information of the other Partythis Section 9.5.
Appears in 1 contract
Non-Disclosure of Confidential Information. The Receiving Each Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s agrees that all Confidential Information as it does of a Party that is disclosed by a Party to the other Party (a) will not be used by the receiving Party except in connection with its ownthe activities contemplated by this Agreement, but (b) will be maintained in no event less than a reasonable degree of careconfidence by the receiving Party, and shall not, (c) will not be disclosed by the receiving Party to any Third Party without the prior written consent of the Disclosing disclosing Party. Notwithstanding the foregoing, disclose any Confidential Information of the Disclosing receiving Party will be entitled to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also use and disclose Confidential Information of the Disclosing disclosing Party that (i) was known by the receiving Party or its Affiliates prior to its date of disclosure by the disclosing Party to accountantsthe receiving Party as demonstrated by legally admissible evidence available to the receiving Party, attorneys(ii) either before or after the date of the disclosure such Confidential Information is lawfully disclosed to the receiving Party or its Affiliates by sources other than the disclosing Party, insurers(iii) either before or after the date of the disclosure by the disclosing Party or its Affiliates to the receiving Party such Confidential Information becomes published or otherwise part of the public domain through no fault, bankact or omission on the part of the receiving Party or its Affiliates, (iv) is independently developed by or for the receiving Party or its Affiliates without reference to or in reliance upon the Confidential Information as demonstrated by legally admissible evidence available to the receiving Party or its Affiliates, (v) is reasonably necessary to conduct clinical trials or to obtain regulatory approval of Products, or for the prosecution and maintenance of Patents, and such Patents shall include without limitation claims to the nucleic acid component of the Products, the Products as formulated with an LNP including excipients, as well as methods of use and manufacture of the foregoing, along with any other claims that are usual and customary to obtain maximum protection for a pharmaceutical, (vi) is reasonably required in order for a Party to obtain financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical conduct discussions with existing or potential Development and/or Commercialization partners so long as such Third Party recipients are bound by an obligation of confidentiality, solely or (vii) in the reasonable judgment of the receiving Party is required to be disclosed by the receiving Party to comply with applicable laws or regulations or legal process, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure, or (viii) solely with respect to Confidential Information comprising Alnylam Know-How, Tekmira Know-How or Protiva Know-How, is otherwise reasonably necessary to disclose in connection with the provision Research, Development or Commercialization of services Products hereunder. Alnylam and its Affiliates shall not provide the Tekmira Manufacturing Documents or copies thereof to the Receiving any Third Party, and shall not reproduce such Tekmira Manufacturing Documents in any patent application, publication or other public disclosure; provided, however, that Alnylam and its Affiliates shall be permitted to potential investors provided any provide such information is marked as strictly confidential Tekmira Manufacturing Documents to (1) on a need-to-know basis, Third Party contract manufacturers and required other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in connection with Development, Manufacturing or regulatory matters for Alnylam Products and/or (2) Sublicensees (who shall also be maintained permitted to provide such Tekmira Manufacturing Documents on a need-to-know basis to Third Party contract manufacturers and other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in confidence. Upon the termination of this Agreementconnection with Development, Manufacturing or regulatory matters for Alnylam Products), in each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies foregoing clauses (a1) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures or (including those regarding electronic communications2), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect that are subject to a Receiving Party’s publicly-traded securitiesbinding confidentiality agreements containing reasonably customary terms and conditions and, so long as in the case of Third Party contract manufacturers and other Permitted Contractors, restricting such Third Parties from providing the Tekmira Manufacturing Documents to further Third Parties other than in accordance with clause (a3) below, and/or (3) regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval for, or comply with regulatory requirements applicable to the Development or Commercialization of, any Alnylam Product. Notwithstanding anything to the contrary in this Agreement, the confidentiality and (b) such Confidential Information is kept confidential as required non-use obligations under this Agreement and the restrictions set forth in the immediately preceding paragraph shall not apply to Confidential Information consisting of Alnylam Know-How, Tekmira Know-How or Protiva Know-How, including such Confidential Information comprised by the Tekmira Manufacturing Documents, that is used for no other purposementally retained in the unaided memories of the receiving Party's and its Affiliates’ employees, consultants and advisors. Each For the avoidance of doubt, information received by a Party solely as a result of the litigation settled pursuant to the Settlement Agreement shall not be governed by this Agreement and therefore shall not be subject to the exceptions set forth in the immediately preceding paragraphs permitting the use and disclosure of Confidential Information hereunder (i.e., nothing in this Agreement shall lessen any restrictions on the use and disclosure of such information imposed in such litigation proceedings). If a Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 6.1, such Party shall treat promptly inform the terms other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 6.1, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably practical, including without limitation seeking an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information. In addition to the foregoing restrictions on public disclosure, if either Party concludes that a copy of this Agreement as if they were must be filed with the Confidential Information of United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party shall seek the maximum confidential treatment available under applicable law, provide the other Party and each with a copy of this Agreement showing any sections as to which the Party shall be responsible for the actions and inactions of each party proposes to whom it disclosing Confidential Information of request confidential treatment, provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of this Agreement for confidential treatment, and take such Party’s reasonable comments into consideration before filing this Agreement.
Appears in 1 contract
Samples: Cross License Agreement (Alnylam Pharmaceuticals, Inc.)
Non-Disclosure of Confidential Information. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination For purposes of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s term “Confidential Information. Notwithstanding ” means this Agreement, the terms of any of the foregoing, a Receiving Party may retain copies and all confidential information, ideas, trade secrets, procedures, methods, systems, concepts, technology, program code, source code, user interfaces, displays, file layouts, algorithms, inventions, technical know-how improvements, data, files, information relating to suppliers and customer identities and lists, records, business and marketing plans, user, training and operational manuals, printed collateral documentation and all similar information and other proprietary property of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding parties, whether disclosed orally or in writing or in electronic communications)form, or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as other media. Each party recognizes and acknowledges that it had in the case of (a) past, currently has, and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat in the terms of this Agreement as if they were the future may possibly have access to Confidential Information of the other Party party and each Party shall be responsible for the actions that such information is valuable, special and inactions of each unique. Each party to whom agrees that it disclosing will not disclose or itself use, directly or indirectly, Confidential Information of the other Partyparty to any person, firm, company, association or other entity (except for the disclosing party’s directors, officers, employees and representatives on a need to-know basis) for any purpose or reason whatsoever, unless (i) such information becomes available to or known by the public generally through no fault of such party, (ii) disclosure is required by law or the final order of any governmental authority, including subpoena, or is required under the Securities Act or the Securities Exchange Act of 1934, as amended, or the rules promulgated under either such Act, (iii) a party determines such disclosure is reasonably necessary to carry out its responsibilities hereunder, (iv) a party determines that disclosure is reasonably necessary to enforce such party’s rights hereunder, or (v) the other party consents in writing to such disclosure; provided, that prior to disclosing any information pursuant to clause (ii), such party shall, if possible, give prior written notice thereof to the other party, and provide the other party with the opportunity to contest such disclosure. In the event of a breach or threatened breach by a party of the provisions of this Section, the other party is entitled to an injunction restraining such party from disclosing, in whole or in part, such Confidential Information. Nothing contained herein may be construed as prohibiting either party from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Appears in 1 contract
Samples: Agreement and Release (Edap TMS Sa)
Non-Disclosure of Confidential Information. The Receiving Each Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s agrees that all Confidential Information as it does of a Party that is disclosed by a Party to the other Party (a) will not be used by the receiving Party except in connection with its ownthe activities contemplated by this Agreement, but (b) will be maintained in no event less than a reasonable degree of careconfidence by the receiving Party, and shall not, (c) will not be disclosed by the receiving Party to any Third Party without the prior written consent of the Disclosing disclosing Party. Notwithstanding the foregoing, disclose any Confidential Information of the Disclosing receiving Party will be entitled to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also use and disclose Confidential Information of the Disclosing disclosing Party that (i) was known by the receiving Party or its Affiliates prior to its date of disclosure by the disclosing Party to accountantsthe receiving Party as demonstrated by legally admissible evidence available to the receiving Party, attorneys(ii) either before or after the date of the disclosure such Confidential Information is lawfully disclosed to the receiving Party or its Affiliates by sources other than the disclosing Party, insurers(iii) either before or [**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. after the date of the disclosure by the disclosing Party or its Affiliates to the receiving Party such Confidential Information becomes published or otherwise part of the public domain through no fault, bankact or omission on the part of the receiving Party or its Affiliates, (iv) is independently developed by or for the receiving Party or its Affiliates without reference to or in reliance upon the Confidential Information as demonstrated by legally admissible evidence available to the receiving Party or its Affiliates, (v) is reasonably necessary to conduct clinical trials or to obtain regulatory approval of Products, or for the prosecution and maintenance of Patents, and such Patents shall include without limitation claims to the nucleic acid component of the Products, the Products as formulated with an LNP including excipients, as well as methods of use and manufacture of the foregoing, along with any other claims that are usual and customary to obtain maximum protection for a pharmaceutical, (vi) is reasonably required in order for a Party to obtain financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical conduct discussions with existing or potential Development and/or Commercialization partners so long as such Third Party recipients are bound by an obligation of confidentiality, solely or (vii) in the reasonable judgment of the receiving Party is required to be disclosed by the receiving Party to comply with applicable laws or regulations or legal process, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid or minimize the extent of such disclosure, or (viii) solely with respect to Confidential Information comprising Alnylam Know-How, Tekmira Know-How or Protiva Know-How, is otherwise reasonably necessary to disclose in connection with the provision Research, Development or Commercialization of services Products hereunder. Alnylam and its Affiliates shall not provide the Tekmira Manufacturing Documents or copies thereof to the Receiving any Third Party, and shall not reproduce such Tekmira Manufacturing Documents in any patent application, publication or other public disclosure; provided, however, that Alnylam and its Affiliates shall be permitted to potential investors provided any provide such information is marked as strictly confidential Tekmira Manufacturing Documents to (1) on a need-to-know basis, Third Party contract manufacturers and required other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in connection with Development, Manufacturing or regulatory matters for Alnylam Products and/or (2) Sublicensees (who shall also be maintained permitted to provide such Tekmira Manufacturing Documents on a need-to-know basis to Third Party contract manufacturers and other Permitted Contractors that are engaged to manufacture Alnylam Products or to provide services in confidence. Upon the termination of this Agreementconnection with Development, Manufacturing or regulatory matters for Alnylam Products), in each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies foregoing clauses (a1) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures or (including those regarding electronic communications2), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect that are subject to a Receiving Party’s publicly-traded securitiesbinding confidentiality agreements containing reasonably customary terms and conditions and, so long as in the case of Third Party contract manufacturers and other Permitted Contractors, restricting such Third Parties from providing the Tekmira Manufacturing Documents to further Third Parties other than in accordance with clause (a3) below, and/or (3) regulatory authorities to the extent reasonably necessary to obtain Regulatory Approval for, or comply with regulatory requirements applicable to the Development or Commercialization of, any Alnylam Product. Notwithstanding anything to the contrary in this Agreement, the confidentiality and (b) such Confidential Information is kept confidential as required non-use obligations under this Agreement and the restrictions set forth in the immediately preceding paragraph shall not apply to Confidential Information consisting of Alnylam Know-How, Tekmira Know-How or Protiva Know-How, including such Confidential Information comprised by the Tekmira Manufacturing Documents, that is used for no other purposementally retained in the unaided memories of the receiving Party’s and its Affiliates’ employees, consultants and advisors. Each For the avoidance of doubt, information received by a Party solely as a result of the litigation settled pursuant to the Settlement Agreement shall not be governed by this Agreement and therefore shall not be subject to the exceptions set forth in the immediately preceding paragraphs permitting the use and disclosure of Confidential Information hereunder (i.e., nothing in this Agreement shall lessen any restrictions on the use and disclosure of such information imposed in such litigation proceedings). If a Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 6.1, such Party shall treat promptly inform the terms other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 6.1, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably practical, including without limitation seeking an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information. In addition to the foregoing restrictions on public disclosure, if either Party concludes that a copy of this Agreement as if they were must be filed with the Confidential Information of United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party shall seek the maximum confidential treatment available under applicable law, provide the other Party and each with a copy of this Agreement showing any sections as to which the Party shall be responsible for the actions and inactions of each party proposes to whom it disclosing Confidential Information of request confidential treatment, provide the other Party with an opportunity to comment on any such proposal and to suggest additional portions of this Agreement for confidential treatment, and take such Party’s reasonable comments into consideration before filing this Agreement.
Appears in 1 contract
Samples: Cross License Agreement (TEKMIRA PHARMACEUTICALS Corp)
Non-Disclosure of Confidential Information. The Receiving Party Except to the extent required by law or judicial or administrative order or except as otherwise provided herein, neither party shall use disclose any Transaction Agreement or any of its terms without the same degree of care in protecting other's prior written approval. Either party may disclose any Transaction Agreement, or the confidentiality of terms thereof, to the Disclosing Party’s Confidential Information as it does extent required by law or judicial or administrative order, provided that the disclosing party notifies the other party promptly before such disclosure and cooperates with its ownthe other party to seek confidential treatment with respect to the disclosure if requested by the other party. Notwithstanding the foregoing provisions or any other provision to the contrary, but in no event less than a reasonable degree of care, and the Company shall not, without the Investor's prior written consent (which consent generally will not be granted), file any Transaction Agreement other than this Agreement and the Warrant (each of which may be filed) with the SEC or any other governmental authority or regulatory body (an "Exhibit Filing"); provided, however, that, in connection with any offering of securities by the Company for which registration is sought under the Securities Act, or any filing required to be made by the Company under the Exchange Act, the Company may make the Exhibit Filing, but if and only if: (A) the Company is instructed by the SEC to make the Exhibit Filing in a written comment provided to the Company as a part of the Disclosing PartySEC's review of such filing, disclose any Confidential Information (B) the Company provides the Investor with a copy of such comment promptly following the Disclosing Party Company's receipt thereof, (C) the Company uses its best efforts to any third party except as required by Applicable Lawspersuade the SEC to withdraw its comment, by (D) the rules of any national stock exchange Company provides the Investor with a reasonable opportunity to comment on the Company's written response to the SEC with respect to a Receiving Party’s publicly-traded securitiessuch comment, (E) the Company provides the Investor with the opportunity to meet with the Company, in person or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information by phone, together with the staff of the Disclosing Party SEC to accountantsassist the Company in responding to such comment, attorneysand (F) the Company engages in a conference with the SEC Branch Chief responsible for the offering, insurersin which a representative of the Investor participates and is given an opportunity to be heard, bankand after such conference the Branch Chief persists in his or her requirement that such Exhibit Filing be made by the Company. In furtherance of the foregoing, financing sourcesthe Company acknowledges and agrees that, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation unless advised by counsel of confidentiality, solely the Company to the extent necessary contrary, it shall not take the position, in connection with any filing or discussion with, or response to, the provision SEC or any state securities regulatory authority, that it is required by law or the rules or regulations of services any federal, state or local organization to file any Transaction Agreement or any other agreement in existence on the date hereof between the Company and the Investor with any regulatory authorities (including the SEC); and the Company shall not, except as otherwise permitted above, file any of the Transaction Agreements with the SEC or any other governmental authority or regulatory body. The Company agrees that it shall provide the Investor with drafts of any documents, press releases or other filings in which any Transaction Agreement or the transactions contemplated thereby are disclosed at least five (5) business days prior to the Receiving Partyfiling or disclosure thereof, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreementthat, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required unless permitted by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the Section, it shall not disclose, issue or file any such document, press release or other Party and each Party shall be responsible for the actions and inactions of each party filing to whom it disclosing Confidential Information of the other Partywhich Investor has objected.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Evans & Sutherland Computer Corp)
Non-Disclosure of Confidential Information. The Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party shall use (the same degree of care in protecting the confidentiality of the “Disclosing Party’s ”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, to any third party without the prior written consent of the Disclosing Party; provided, disclose any Confidential Information of however, that the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information the financial terms of the Disclosing Party this Agreement to accountants, attorneys, insurers, bank, financing sources, lenders its legal and other third-party business advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any if such information is marked as strictly confidential and required third parties agree to be maintained in confidencemaintain the confidentiality of such Confidential Information. Upon The Receiving Party further agrees to use the termination Confidential Information only for the purpose of performing this Agreement. In addition, each the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to the Receiving Party hereunder. Whenever requested by the Disclosing Party, the Receiving Party shall immediately return to the other Disclosing Party or destroy all manifestations of such other Party’s the Confidential Information. Notwithstanding the foregoingInformation or, a Receiving Party may retain copies of at the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications)option, or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) shall destroy all such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each the Disclosing Party shall treat may designate, provided that the terms of this Agreement as if they were the Confidential Information of the other Party and each Receiving Party shall be responsible for the actions and inactions of each party entitled to whom it disclosing retain Confidential Information required to be retained pursuant to any law, rule, regulation, court order, or internal record retention policy to which Receiving Party is subject, and to retain any Confidential Information generated as a result of the other Partyroutine electronic backup. The Parties agree to maintain and handle all Confidential Information in accordance with all applicable laws and regulations.
Appears in 1 contract
Samples: Subscription Agreement
Non-Disclosure of Confidential Information. The Receiving Party shall and our Clients agree not to use the same Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the contemplated business opportunity between the two. Neither party will disclose any Confidential Information of the other party to any individuals or third parties except those directors, officers, employees, consultants and agents of the party receiving the Confidential Information who need the information in order to carry out the discussions of the contemplated business. Each party will inform those directors, officers, employees, consultants and agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the other party of this Non‐Disclosure Agreement and will, upon request, promptly notify the other party in writing of the names of each person who has such Confidential Information or access. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in protecting the confidentiality writing of any misuse or misappropriation of such Confidential Information of the Disclosing Party’s Confidential Information as it does with other party, which may come to its own, but in no event less than a reasonable degree of care, and shall notattention. In addition, without the prior written consent of the Disclosing Partyother party, neither party will (i) disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Lawsor (ii) make, by the rules of directly or indirectly, any national stock exchange public comments, statements, or communications with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies following: (a) are electronically stored pursuant that the Confidential Information has been made available to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications)it, or is being furnished by it; (b) may otherwise be required by Applicable Laws that discussions or by rules negotiations are taking place concerning the Potential Transaction; or (c) any of any national stock exchange the terms, conditions, or other facts with respect to a Receiving Party’s publicly-traded securitiesany such Potential Transaction, so long as in including the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.status thereof or any termination thereof
Appears in 1 contract
Non-Disclosure of Confidential Information. The Receiving Party Each party shall use treat the Confidential Information with the same degree of care and confidentiality that such party exercises in protecting and preserving its own confidential information and shall use reasonable and good faith efforts to avoid and prevent the disclosure of the Confidential Information to third parties; except that (a) each party may disclose the Confidential Information if so compelled by law or judicial or other governmental order, provided the disclosing party shall give, if permitted by law and reasonably possible given the circumstances, the other party reasonable opportunity to seek a protective order or equivalent or to seek to obtain written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation, (b) each party may disclose the Confidential Information to those third parties integral to the transactions contemplated under this Agreement such as Escrow Agent, Title Company and Tenants where such disclosure either falls expressly or implicitly with the scope of the transactions and other actions contemplated under this Agreement, but only to the extent such disclosure is necessary or appropriate to carry out such contemplated transactions or actions, and (c) each party may disclose the Confidential Information to existing or potential investors, joint venture partners or lenders, as well as to the agents, officers, employees, attorneys, advisors, consultants or Affiliates of Seller or Purchaser, as the case may be, or of any of the foregoing parties, as are needed for the subject transaction to occur (collectively, “Permitted Recipients”); provided that the disclosing party first makes those Permitted Recipients aware of the confidential nature of the Confidential Information and such Permitted Recipients acknowledge their responsibility to preserve the confidentiality of the Disclosing Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information foregoing and anything to the extent such copies contrary in this Agreement, nothing contained herein shall impair Purchaser’s (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications)engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Purchaser or its permitted assignees, (b) may otherwise be required in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by Applicable Laws any REIT holding, or by rules that is considering holding, an interest (direct or indirect) in any permitted assignee of Purchaser, and (c) to any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as broker/dealers in the case of (a) Purchaser’s or any REIT's broker/dealer network and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information any of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other PartyREIT’s or Purchaser’s investors.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Growth & Income REIT, Inc.)
Non-Disclosure of Confidential Information. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information 15. This Agreement, as it does with its ownwell as all discussions, but in no event less than a reasonable degree of carecorrespondence, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules communications of any national stock exchange nature whatsoever leading up to or in connection with respect to a Receiving Party’s publicly-traded securitiesthis Agreement and this settlement (including any such discussions, correspondence, or as otherwise required in order to exercise its rights or perform its obligations communications exchanged under different confidentiality terms, all of which are hereby superseded), shall be “Confidential Information” for purposes of this Agreement. A Receiving Party may also disclose Confidential Information shall not be disclosed by any Party, except that, subject to the obligations described below, disclosure of such information shall be permitted in the Disclosing following limited circumstances: (i) in an action by any Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to enforce the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination provisions of this Agreement, each to the extent reasonably required for the purposes of such enforcement; (ii) to the extent legally required in response to a court order, subpoena, or other demand made in accordance with applicable law; (iii) in communications with a governmental authority having jurisdiction over such Party, so that nothing in this Agreement shall prohibit or restrict a Party shall return or its attorney from initiating communications directly with, responding to any inquiry from, or otherwise cooperating in any criminal or other investigation or proceeding by any such administrative agency, legislative body, or regulatory authority (including any taxing authority) without notice to the other Party Party; (iv) to such Party’s subsidiaries, Affiliates, their respective directors, officers, external or destroy all internal agents, representatives, professional advisers, attorneys, accountants, auditors, successors, assigns, and employees, who have a need to know and are under a duty to implement appropriate measures to maintain the confidentiality, security, and integrity of such other Party’s Confidential Information. Notwithstanding information and who have been expressly advised of the foregoing, confidentiality of such information; and (v) a Receiving Party may retain copies (A) publicly disclose the Settlement Amount and material terms of this Agreement, and, (B) if required under applicable law or regulation, file this Agreement in its filings with the Disclosing Party’s Confidential Information to Securities and Exchange Commission. For the extent such copies avoidance of doubt, Ambac has concluded that (a) are electronically stored it is required to disclose, and therefore intends to disclose, the material terms of this Agreement pursuant to the Receiving Party’s ordinary course back-up procedures clause (including those regarding electronic communications), or (bv)(A) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) this Section and (b) such Confidential Information it is kept confidential as required under applicable law or regulation, and therefore intends to, file this Agreement in its filings with the Securities and is used for no other purpose. Each Party shall treat the terms Exchange Commission pursuant to clause (v)(B) of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other PartySection.
Appears in 1 contract
Samples: Settlement Agreement and Release (Ambac Financial Group Inc)
Non-Disclosure of Confidential Information. Any recipient of a Party’s Confidential Information (the “Receiving Party”) agrees that the Party disclosing such Confidential Information (the “Disclosing Party”) has a proprietary interest in any Confidential Information provided to the Receiving Party by the Disclosing Party, whether in connection with this Agreement or otherwise. All Confidential Information, other than Improvements made by Pfizer Mexico or other improvements, inventions or developments made jointly by the Parties, shall remain the exclusive property of the Disclosing Party during the Term and thereafter. The Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s disclose Confidential Information only to those of its agents and employees to whom it is necessary in order to carry out their duties as it does with its ownlimited by the terms and conditions of this Agreement. During the Term and thereafter, but the Receiving Party shall ensure that all Confidential Information shall be maintained in no event less than a reasonable degree of care, strict confidence by such agents and employees and shall not, without not be used for any purpose other than in * Confidential information has been omitted and filed separately with the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing Party to any third party except as required by Applicable Laws, by the rules of any national stock exchange with respect Securities and Exchange Commission pursuant to a confidential treatment request. connection with the Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise performance of its rights or perform its obligations duties under this Agreement. A The Receiving Party may also disclose Confidential Information of shall, at its expense, return to the Disclosing Party the Confidential Information in its possession or control, including that given to accountantsits agents and employees, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon soon as practicable after the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) The terms and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms conditions of this Agreement as if they were the shall be considered Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 1 contract
Samples: Sublicensing and Distribution Agreement (Oscient Pharmaceuticals Corp)
Non-Disclosure of Confidential Information. The Receiving Party shall Company and Norges Bank each agree not to use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information as disclosed to it does with by the other party for its ownown use or for any purpose except for the evaluation of, but in no event less than a reasonable degree of careto carry out discussions concerning, and shall notthe undertaking of, without the prior written consent of the Disclosing Party, Business Opportunity. Neither party will disclose any Confidential Information of the Disclosing Party other party to any third party parties except as those directors, officers, employees, consultants and agents who (i) are required by Applicable Laws, by to have the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required information in order to exercise its rights or perform its obligations under this Agreement. A Receiving Party may also disclose carry out the discussions of the contemplated Business Opportunity, (ii) are informed of the confidential nature of the Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required (iii) agree to be maintained in confidence. Upon the termination of this Agreement, each Party shall return to the other Party or destroy all of such other Party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party may retain copies of the Disclosing Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required bound by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as in the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were Agreement. Upon request by either party, the other party will have those directors, officers, employees, consultants and agents to whom Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party is disclosed or who have access to whom it disclosing Confidential Information of the other Partyparty sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the other party in writing of the names of each such person who has signed such agreements after such agreements are signed. Each party agrees that it will take all reasonable measures to (i) protect the secrecy of and avoid disclosure or use of Confidential Information of the other party, and (ii) to prevent such Confidential Information from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention. The parties agree, for the avoidance of doubt, that the receipt of Confidential Information does not prohibit Norges Bank from participating in future transactions including any IPOs prior to public announcements.
Appears in 1 contract
Samples: Non Disclosure Agreement
Non-Disclosure of Confidential Information. The Each Party acknowledges and agrees that the other Party has developed and acquired certain confidential, proprietary information and trade secrets regarding its business, including, but not limited to, the contents of this Agreement and any other agreements between Assignor and Westlake, its products, fee structures, customer and dealer data, marketing plans and strategies, business plans and strategies, pricing and purchasing policies and practices, computer software, programs, source code, algorithms, record layouts, routines, report formats, data, compilers, assemblers, design concepts, inventions, discoveries, copyrights, concepts and ideas, patents, patent applications, know-how, processes and methods, and other proprietary business information and intellectual property (collectively, “Confidential Information”), all of which are valuable assets. Each Party (“Receiving Party”) further acknowledges and agrees that it has been or will be granted access to Confidential Information, and that the economic value of Confidential Information would be destroyed by its unauthorized disclosure, thereby causing significant harm to the disclosing party (“Disclosing Party”), and that this section is necessary to protect the value of Confidential Information. Therefore, Receiving Party shall use the same degree of care in protecting the confidentiality of the Disclosing Party’s agrees to keep all Confidential Information as it does with its own, but in no event less than a reasonable degree of care, confidential and shall not, without the prior written consent of the Disclosing Party, will not directly or indirectly disclose any Confidential Information of the Disclosing Party or reveal to any third party except as required by Applicable Lawsor utilize for its own benefit, by the rules of any national stock exchange with respect other than pursuant to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreement, any Confidential Information and any information derived therefrom. A Receiving Party may also disclose further agrees to notify Disclosing Party in the event that it discovers any unauthorized disclosure of Confidential Information and agrees to take all reasonable steps to preserve the confidentiality of the Disclosing Confidential Information. Receiving Party shall assume responsibility that its employees will similarly preserve Confidential Information and agrees to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under limit access to Confidential Information to only those employees that have a contractual, legal or enforceable ethical obligation of confidentiality, solely bona fide need to the extent necessary in connection with the provision of services to the know Confidential Information. Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the Party agrees that upon termination of this Agreement, each Receiving Party shall will discontinue all use of Confidential Information and, at no cost to Disclosing Party, promptly return to the other Party or destroy all Confidential Information disclosed during the term of this Agreement and any information derived therefrom. The confidentiality obligations of each Party under this section shall survive termination of this Agreement. Receiving Party also agrees that its obligations under this section shall also apply to any Confidential Information or trade secrets of any third party which Disclosing Party has agreed to keep confidential and not disclose, and which Receiving Party has actual or constructive notice of such agreement. The Parties agree that Confidential Information shall not include any information that (i) is or becomes available to the public other Party’s than as a result of a disclosure by the Receiving Party in breach of this Agreement, (ii) is or becomes available to the Receiving Party or any of its employees from a source other than the Disclosing Party provided that such source is not known to the Receiving Party to be subject to a contractual or fiduciary obligation of confidentiality owed to the Disclosing Party with respect to such information, (iii) was within the possession of the Receiving Party or any of its employees prior to being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, (iv) is or was independently developed or conceived by or on behalf of the Receiving Party or any of its employees without the use of the Confidential InformationInformation and/or (v) is identified by the Disclosing Party as not or no longer being proprietary or confidential. Notwithstanding the foregoing, a the Receiving Party may retain copies of and its employees may, without notifying the Disclosing Party’s Party or otherwise complying with the provisions of this section , disclose Confidential Information to any bank, securities, tax or other regulatory, governmental or supervisory authority in the extent course of any routine examination by such copies authority or in response to any request from such authority, provided that such examination or request does not specifically target the Disclosing Party or the transactions contemplated by this Agreement. Xxxxxxxx acknowledges and agrees that Parent is subject to public disclosure and filing requirements under the Securities Exchange Act of 1934, as amended (a) the “Exchange Act”). As such, Parent must disclose the proposed sale of the Conveyed Interests for purposes of complying with the disclosure rules and regulations of the Exchange Act and the Nasdaq stock exchange. Any such disclosures by Parent for purposes of complying with the disclosure rules and regulations of the Exchange Act and the Nasdaq stock exchange are electronically stored pursuant specifically permitted and shall not constitute a breach of this Agreement; provided such disclosures are reasonably redacted to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications)satisfaction of Westlake where approval by Westlake shall not be unreasonably withheld, delayed, or (b) may otherwise conditioned. The Parties recognize that money damages would not be required by Applicable Laws or by rules an adequate remedy to Disclosing Party for breach of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, so long as this section and agree that in the case event of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms a breach of this Agreement as if they were the Confidential Information of the other section, Disclosing Party is entitled to seek additional judicial relief, including, but not limited to, restraining orders, injunctions and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Partyan accounting.
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Samples: Master Asset Purchase Agreement (Nicholas Financial Inc)
Non-Disclosure of Confidential Information. The Receiving That Parties acknowledges that the other Party shall use considers and treats certain information as confidential and that such Confidential Information constitutes value and unique assets and proprietary information belonging exclusively to the same degree of care in protecting the confidentiality of the Disclosing disclosing Party or to that Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree Relationships. The receiving Party further acknowledges that the inappropriate disclosure of care, and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information of the Disclosing disclosing Party or that Party’s Relationships may damage, harm, or irreparably harm the disclosing Party, or persons or organizations included in that Party’s Relationships. The “Confidential Information” includes the sources and costs of all items used by the disclosing Party in the development of Product, potential customers, customers, financial arrangements and sources of financing for development of the Product, each other’s Relationships, the terms relating to the Party’s Relationship(s), the terms of any potential relationship between the Parties, any written information marked as Confidential, and any verbal communication when the disclosing Party or Party’s Relationship’s representative designates the verbal disclosure as Confidential either before, during, or immediately following the discussion in which disclosure is made. Confidential Information does not include any information already generally known to the public or the receiving Party, information which becomes public through no fault of the receiving Party or the receiving Party’s Relationships, Disclosures required by law or a court of competent jurisdiction, except that , in the case that the receiving Party is required to legally make such disclosures, the receiving Party will immediately notify the disclosing Party of such requirement prior to disclosing Confidential Information to allow as much time as possible for the disclosing Party to seek and prepare any third party except remedies, protection, protective orders, objections, prepare communication plans or take other actions as required by Applicable Laws, by the rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securities, or as otherwise required in order to exercise its rights or perform its obligations under this Agreementappropriate. A Receiving Party may also disclose Confidential Information of the Disclosing Party to accountants, attorneys, insurers, bank, financing sources, lenders and other third-party advisors under a contractual, legal or enforceable ethical obligation of confidentiality, solely to the extent necessary in connection with the provision of services to the Receiving Party, and to potential investors provided any such information is marked as strictly confidential and required to be maintained in confidence. Upon the termination of this AgreementAccordingly, each Party shall return to warrants and represents that all here above mentioned Confidential Information disclosed, supplied, divulged orotherwise made available through dealing with the other Party or destroy all of such the other Party’s Confidential Information. Notwithstanding Relationships shall be retained in absolute confidence and shall never be divulged in any manner whatsoever nor mentioned to anyone by the foregoing, a Receiving receiving Party may retain copies of or the Disclosing receiving Party’s Confidential Information to the extent such copies (a) are electronically stored pursuant to the Receiving Party’s ordinary course back-up procedures (including those regarding electronic communications), or (b) may otherwise be required by Applicable Laws or by rules of any national stock exchange with respect to a Receiving Party’s publicly-traded securitiesRelationships, so long as this agreement is in effect, without prior written consent issued from the case of (a) and (b) such Confidential Information is kept confidential as required under this Agreement and is used for no other purpose. Each Party shall treat the terms of this Agreement as if they were the Confidential Information of the other Party and each Party shall be responsible for the actions and inactions of each party to whom it disclosing Confidential Information of the other Party.
Appears in 1 contract
