Common use of Recipient Data Clause in Contracts

Recipient Data. Provider acknowledges and agrees that Recipient shall own all right, title, and interest in and to all data or information to the extent (i) where the Company is the Recipient, (A) related to the Business and is collected, processed, generated, calculated, derived, or stored by, or transmitted to, Amber, any of its Affiliates or any third parties in connection with the Services, or (B) otherwise used in, or related to the Business, except in each case ((A) and (B)), to the extent related to the Retained Business or Excluded Assets (“Company Data”); or (ii) where Amber is the Recipient, (A) related to the Retained Business or Excluded Assets and is collected, processed, generated, calculated, derived, or stored by, or transmitted to, the Company, any of its Affiliates or any third parties in connection with the Services, or (B) otherwise used in, or related to, the Retained Business or Excluded Assets (“Amber Data” and, together with the Company Data, “Recipient Data”). Notwithstanding any other provision in this Agreement, Provider shall make all of the Recipient Data available to Recipient and its authorized agents during the Term of this Agreement, in accordance with the terms hereof. As soon as reasonably practicable following expiration or termination of this Agreement with respect to a Service, or receipt of a written request by Recipient at any time during the Term with respect to particular Recipient Data, Provider shall provide to Recipient all Recipient Data (and copies of Recipient Data) that is in Provider’s possession or control in the form and manner maintained by Provider. Provider shall access and use the Recipient Data only in connection with the performance of its obligations under this Agreement. Provider shall not use (other than in the performance of Services), sell, assign, license, or otherwise dispose of, market, or transfer any of the Recipient Data to any Person, and Provider shall not commercially exploit any part of the Recipient Data.

Appears in 2 contracts

Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)