SECRECY OF Clause Samples

SECRECY OF. KNOW-HOW ------------------- 5.1 The Licensee shall use all reasonable efforts to maintain the secrecy of the Know-How which shall be disclosed only to those of its officers or employees whose duties required them to know the same and only if such persons have given to the Licensee an enforceable undertaking not to disclose any part of the Know-How to any unauthorized third persons. Further, the Licensee shall not disclose any part of the Know-How to any other persons or to any proposed sub-licensees without the Licensor's written consent. The Licensee covenants and agrees that it shall not, and covenants to use its best efforts to ensure that its employees and subcontractors shall not disclose, distribute, sell, use or otherwise make available to any person any of the Know-How. The Licensor shall require its employees and subcontractors to execute a non- disclosure covenant in a form approved by the Licensor. The Licensee further covenants and agrees that it shall not contest, directly or indirectly, the validity of the ownership of the Licensor to the Know-How or any other parties thereof or any trademark of the Licensor or industrial design rights or any other proprietary rights whether or not relating to the Know-How. The provisions of this section shall remain binding upon the parties hereto notwithstanding any assignment of this Agreement whether or not consented to by the Licensor. The Licensee and its employees and subcontractors, as the case may be, shall be released from the obligations of this clause only with respect to such portion of the Know-How which: (i) is now available to the public in publication or tangible form; (ii) becomes available to the public in tangible for anywhere in the world through no cause due to the Licensee, its employees, agents or those whom they have a right to control or to whom they have disclosed information; (iii) is already in the possession of the Licensee from sources other than the Licensor and there is documentary evidence to that effect; or (iv) has been received from a party who is not under an obligation of confidence to the Licensor.