Use and Non-Disclosure of Confidential Information. Confidential Information includes: 1) Montclair Data; 2) passwords; 3) all data and information concerning the users of the Services; 4) information relating to Montclair information technology; 5) information concerning Montclair employees and students; and 6) confidential or proprietary information received by Montclair from third parties and with whom Montclair conducts business. Contractor agrees to: 1) keep and maintain all Confidential Information in strict confidence; 2) use and disclose Confidential Information solely for the purposes of providing the Services and not use or disclose this information for Contractor’s own benefit or for the benefit of anyone other than Montclair; and 3) not, directly or indirectly, disclose Confidential Information to anyone outside Contractor, except with Montclair’s prior written consent or as required for delivery of the Services. Upon the earlier of (a) the termination of the Term, (b) a determination that Contractor does not need the Confidential Information, or (c) at Montclair’s request, contractor shall dispose all Confidential Information (including all backup records or other copies) relating to the Confidential Information. At Montclair’s option, Contractor may dispose Confidential Information by promptly delivering the records to Montclair or destroying them pursuant to Contractor’s written policy governing record destruction, and in a manner that renders the records unreadable and undecipherable by any means. Upon any occurrence of (a), (b), or (c) of this subsection, Contractor will promptly certify in writing to Montclair, in a form acceptable to Montclair and executed by an authorized officer of Contractor, that all Confidential Information has been destroyed or returned to Montclair.
Use and Non-Disclosure of Confidential Information. Receiving Party recognizes and acknowledges the legal, commercial, and competitive value and confidential nature of the Confidential Information and the damage that could result to Disclosing Party if any information contained therein is disclosed to a third party. In consideration of the Disclosing Party’s disclosure of the Confidential Information to the Receiving Party, the Receiving Party agrees that it and its Representatives (a) will treat all Confidential Information as strictly confidential; (b) will only use the Confidential Information as necessary for the Transaction and for no other purpose, including, without limitation, in any way detrimental to the Disclosing Party,
Use and Non-Disclosure of Confidential Information. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely for the purposes contemplated by this Agreement and for no other purpose without the prior written consent of the Disclosing Party; (b) not disclose the Disclosing Party’s Confidential Information to any third party without first obtaining the written consent of the Disclosing Party; and (c) protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care used to protect its own confidential and/or proprietary information from unauthorized use or disclosure, but in no event with less than reasonable care. The Receiving Party will be permitted to furnish and otherwise disclose the other party’s Confidential Information to those of its directors, officers, Affiliates, employees, agents, contractors, subcontractors, permitted assignees and agents who need to know such Confidential Information in connection with the performance of the Services or to accomplish the purposes of this Agreement, which purposes include, in the case of CymaBay, developing and seeking regulatory approval for its proprietary drugs that are the subject of any Services, provided that such personnel are bound by obligations of confidentiality and non- use with respect to such Confidential Information that are no less protective than those provided herein. In addition, CymaBay may disclose CRO Confidential Information to its actual and potential corporate partners, licensors, licensees, external advisors and bona fide investors as necessary so long as such parties are bound by obligations of confidentiality and non-use with respect to such Confidential Information that are no less protective than those provided herein. If the Receiving Party discloses the Disclosing Party’s Confidential Information to a third party with the Disclosing Party’s permission as permitted herein, the Receiving Party will use reasonable efforts to ensure that all Confidential Information disclosed to such third party is identified as confidential at the time of disclosure. The Receiving Party will cause all individuals and entities that receive the Disclosing Party’s Confidential Information from the Receiving Party to comply with the Receiving Party’s obligations of confidentiality and non-use under this Section 5.2, and the Receiving Party shall be liable to the Disclosing Party for any breach of such obligations by such individuals or entities, however, in the event that...
Use and Non-Disclosure of Confidential Information. The Receiving Party agrees not to:
Use and Non-Disclosure of Confidential Information. The Optionee hereby agrees that the Confidential Information will not be used by the Optionee in any way detrimental to the Company and that all such Confidential Information shall be kept confidential by the Optionee. Notwithstanding the foregoing, no obligation of confidentiality shall apply to Confidential Information which the Optionee can show: (a) is now or hereafter becomes publicly known in published form or available through no act or failure on the part of the Optionee; (b) is known by the Optionee on a non-confidential basis at the time of the receipt of such Confidential Information as established by documentary evidence in its files; (c) is hereafter furnished to the Optionee by a third party who has rightfully obtained such Confidential Information without restriction on disclosure.
Use and Non-Disclosure of Confidential Information. Recipient commits to preserve at all times the confidential nature of the Confidential Information. Particularly, the Recipient commits to comply with the following:
Use and Non-Disclosure of Confidential Information. Expect to the extent specifically authorized by this Agreement or otherwise in Writing by the disclosing party, neither party shall disclose, permit disclosure or make available the Confidential Information of the disclosing party to any other person or entity, including mother company or subsidiary. Each party may disclose the other party's Confidential Information to those of its Representatives that have a reasonable need to know the other party's Confidential Information in connection with the Sourcing. Each party shall, and shall cause its Representatives to use the Confidential Information of the disclosing party only for the Sourcing. Additionally, each party may disclose the Confidential Information of the other party to the extent required to comply with any law, rule or regulation or any subpoena, order or directive of any court or governmental agency or body; provided, however, that the party required to disclose the Confidential Information shall give other party prior notice for the purpose of enabling the other party to obtain a protective order, and shall limit disclosure only to that part of the Confidential Information that is, in the opinion of counsel, required to be disclosed by law. Each party shall inform its Representatives about the confidential nature of the other party's Confidential Information and shall require the Representatives not to disclose or permit disclosure of the Confidential Information of the other party accept in accordance with Agreement. Each party will be responsible for any improper use or disclosure of the other party's Confidential Information by its Representatives.
Use and Non-Disclosure of Confidential Information. (a) The Receiving Party agrees not to use any of the Confidential Information for any purpose other than the exclusive purpose of evaluating the Transaction. The Receiving Party agrees that the Confidential information will be kept confidential by the Receiving Party and its Representatives; provided, however, that any of such information may be disclosed by the Receiving Party to its Representatives who need to know such information for the sole purpose of evaluating the Transaction and who are informed of the confidential nature of the Confidential Information and agree to be bound by the terms of this Agreement.
Use and Non-Disclosure of Confidential Information. The Receiving Party and its Representatives shall use the Confidential Information provided to it by or on behalf of the Disclosing Party solely for the purpose of evaluating a possible Transaction. The Receiving Party shall keep the Confidential Information provided to it by the Disclosing Party confidential and shall not disclose any of the Confidential Information in any manner whatsoever; provided, however, that (i) the Receiving Party may make any disclosure of information contained in the Confidential Information provided to it by the Disclosing Party to which the Disclosing Party gives its prior written consent, and (ii) any information contained in the Confidential Information provided by the Disclosing Party may be disclosed to the Receiving Party’s Representatives who reasonably require access to such information for the purpose of evaluating a possible Transaction and who agree to keep such information confidential. Each Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives.
Use and Non-Disclosure of Confidential Information. Each Party acknowledges that the Confidential Information constitutes valuable trade secrets and proprietary information of a Party, and each Party agrees that it shall use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder. The Receiving Party will protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care. Notwithstanding any provision of this Agreement, either Party may disclose Confidential Information, in whole or in part (a) to its employees, officers, directors, professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives), existing and prospective investors or acquirers contemplating a potential investment in or acquisition of a Party, sources of debt financing, acquirers and/or subcontractors who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by legal duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (b) as reasonably deemed by a Party to be required by Applicable Law (in which case each Party shall provide the other with prior written notification thereof, shall provide such Party with the opportunity to contest such disclosure, and shall use its reasonable efforts to minimize such disclosure to the extent permitted by Applicable Laws.). Each Party shall promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
