Nondisclosure and Nonuse Obligation. The Employee shall not disseminate or in any way disclose any Confidential Information to any person, agency, department, firm or business, provided, the Employee may disclose Confidential Information to other employees of the Employer, including, without limitation, officers, accountants, attorneys, and directors of the Employer. Notwithstanding any other provision of this Agreement, this Agreement shall not apply to any Confidential Information: (i) to the extent disclosure is required by law or is necessary to establish the rights of either party to this Agreement; (ii) disclosure of which is authorized in writing by the Employer; or (ii) that is in the public domain or becomes part of the public domain through no violation of this Agreement. The Employee shall promptly give notice to the Employer of any unauthorized use or disclosure of any Confidential Information. The Employee shall assist the Employer in remedying any unauthorized use or disclosure of any Confidential Information.
Nondisclosure and Nonuse Obligation. Employee hereby agrees that he will not make use of, disseminate, or in any way disclose any Confidential Information of the VEMICS to any other party to any person, firm, or business, except to the extent necessary for the performance of his duties as an employee of VEMICS and any other purpose that VEMICS may hereafter authorize in writing. Employee hereby agrees that it shall treat all Confidential Information of the VEMICS with due care to protect its Confidentiality.
Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information.
Nondisclosure and Nonuse Obligation. Each party (the "RECEIVING PARTY") agrees that it will not use, disseminate, or in any way disclose any Confidential Information of the other party (the "DISCLOSING PARTY"), to any person, firm or business, except that the Receiving Party may use the Disclosing Party's Confidential Information to the extent necessary to perform its obligations under this Agreement. The Receiving Party agrees that it shall treat all Confidential Information of the Disclosing Party with the same degree of care as the Receiving Party accords to its own Confidential Information, but in no case less than reasonable care. The Receiving Party agrees that it shall disclose Confidential Information of the other party, only to those of its employees and contractors who need to know such information, and the Receiving Party certifies that such employees and contractors have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Disclosing Party, to be bound by terms and conditions substantially similar to those terms and conditions applicable to the Receiving Party under this Agreement. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party's Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of Disclosing Party's Confidential Information.
Nondisclosure and Nonuse Obligation. Either party (the “Disclosing Party”) or its contractors may, from time to time, give the other party (the “Recipient”) valuable information of a technical or non-technical nature that is not generally known to the trade or public. Both parties agree that they will not disclose to anyone in any manner whatsoever (except as authorized in writing by the Disclosing Party) any such information, including information relating in any way to the Products, processes, and services of Disclosing Party or its contractors, which becomes known to the Recipient during the period that this Agreement is in effect. The obligations of this Article X shall not apply to information (i) that is known to the Recipient as shown by written records prior to its disclosure by Disclosing Party or its contractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of Recipient; or (iii) that is received by the Recipient from third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information to the Recipient. Upon termination of this Agreement, both parties shall return to the other all documents that include confidential information of the other or its contractors, including all copies of such documents, and shall make no further use of such information.
Nondisclosure and Nonuse Obligation. Each Party agrees that, for so long as this Agreement is in effect and for a period of [**] thereafter, a Party (the “Receiving Party”) receiving Information of the other Party hereunder (the “Disclosing Party”) (or that has received any such Information from the other Party prior to the Effective Date) shall (i) maintain in confidence such Information using not less than the efforts such Receiving Party uses to maintain in confidence its own proprietary information of similar kind and value, and in no event less than reasonable efforts, (ii) not disclose such Information to any Affiliate or Third Party without the prior written consent of the Disclosing Party, except for disclosures expressly permitted below, and (iii) not use such Information for any purpose except those expressly permitted by this Agreement. For purposes of this Article 4, (a) all Arvinas Technology Improvements shall be treated as Information of Arvinas, (b) all Pfizer Technology shall be treated as Information of Pfizer, (c) for so long as Pfizer has a relevant exclusive license hereunder, Information on the structure and performance of Compounds meeting part (i) of the definition thereof shall be treated as Information of both Parties (i.e., each Party shall be deemed the Receiving Party with respect thereto), and (d) at all times, Information on the structure and performance of Compounds meeting part (ii) of the definition thereof shall be treated as Information of Pfizer.
Nondisclosure and Nonuse Obligation. Each party shall not make use of, disseminate, or in any way disclose Confidential Information of the other party to any individual, business, or other legal entity, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the other party in support of the Purpose. Neither party may disclose the existence, or progress, of any agreement, business, consultations, discussions, or negotiations to any public media without written approval of both parties. Receiving party shall treat all Confidential Information of disclosing party with the same degree of care as it accords to its own Confidential Information. Each party represents that it exercises reasonable care to protect its own Confidential Information. Receiving party shall only disclose Confidential Information of disclosing party to agents, consultants, employees, independent contractors, or representatives of receiving party that need to know such information in support of the Purpose. By disclosing Confidential Information of disclosing party, receiving party certifies that those individuals have previously agreed to a confidentiality agreement no less restrictive than Agreement. Receiving party shall be liable for actions of its agents, consultants, employees, independent contractors, or representatives inconsistent with Agreement as committed by receiving party. Upon awareness or suspicion of unauthorized use or disclosure of Confidential Information, receiving party shall immediately provide notice to disclosing party of any unauthorized use or disclosure. Receiving party shall assist disclosing party in remedying any unauthorized use or disclosure of Confidential Information.
Nondisclosure and Nonuse Obligation. Each of the parties agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the other party, and any purpose the other party may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords to its own Confidential Information, and each of the parties represents that it exercises reasonable care to protect its own Confidential Information. Parties also agree that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Recipient agrees to assist Discloser in remedying any such unauthorized use or disclosure of the Confidential Information.
Nondisclosure and Nonuse Obligation. Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the AHA nor have any contractual relationship with AHA. Consultant agrees that it will not use, disseminate, or in any way disclose any Confidential Information to any person, firm, or business, except that Consultant may use Confidential Information to the extent necessary to perform its obligations under this Agreement. Consultant agrees that it shall treat all Confidential Information with the same degree of care as the Consultant accords to its own Confidential Information, but in no case less than reasonable care. Consultant agrees that it shall disclose Confidential Information only to those of its employees who need to know such information, and the Consultant certifies that such employees have previously agreed, as a condition of employment, to be bound by terms and conditions applicable to Consultant under this Agreement. Consultant shall immediately give notice to AHA of any unauthorized use or disclosure of Confidential Information. For agreements involving information technology or access to agency data, the consultant shall be expected to use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the agency’s information, as it uses to protect its own, including standard anti- virus/malware deployment.
Nondisclosure and Nonuse Obligation. Each of the parties agrees that it will not in any way disclose any Confidential Information of the other party to any third party, and will not make use of the Confidential Information except as necessary to perform its obligations under this Agreement or to receive and enable the other party’s performance under this Agreement, or for any purpose the other party may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties agrees that it shall treat all Confidential Information of the other party with the same degree of care as it accords its own Confidential Information of a similar nature, which shall in no event be reasonable under the circumstances.
