NONDISCLOSURE definition
Examples of NONDISCLOSURE in a sentence
All provisions of, rights granted and covenants made in the NON-DISCLOSURE AGREEMENT are hereby terminated and of no further force and effect and are superseded in their entirety by the provisions of, rights granted and covenants made in this AGREEMENT.
The terms and conditions of this AGREEMENT and the NON-DISCLOSURE AGREEMENT also shall be deemed CONFIDENTIAL INFORMATION of both PARTIES.
NON-DISCLOSURE AGREEMENT Contractors and each employee or subcontractor with access to State Data, as defined in the Master Agreement will be required to sign a standard State non-disclosure agreement if there is not already one on file.
As a condition precedent to ODI's obligations hereunder, the Executive shall enter into the attached NON-COMPETITION, NON-SOLICITATION, NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT with ODI, which is incorporated herein by reference.
NOTWITHSTANDING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PROVISIONS OF THIS SECTION WILL NOT APPLY TO: (i) ANY BREACH BY A PARTY OF CONFIDENTIALITY AND/OR NON-DISCLOSURE PROVISIONS THEREUNDER, (ii) GROSS NEGLIGENCE, OR (iii) MISUSE OF THE INTELLECTUAL PROPERTY BY A PARTY.
Termination of this Agreement shall not terminate the NONDISCLOSURE AGREEMENT between the parties.
The PARTIES acknowledge and agree that any disclosure made pursuant to the NON-DISCLOSURE AGREEMENT shall be governed by the terms and conditions of Article 5 of this AGREEMENT.
Notwithstanding the foregoing, either PARTY may disclose the terms and conditions of this AGREEMENT and the NONDISCLOSURE AGREEMENT to actual or potential acquirers, investors and lenders and their respective representatives under written confidentiality agreements at least as protective of the DISCLOSING PARTY’S rights as the terms and conditions of this Article 5.
EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION OR AS PROVIDED IN THE NONDISCLOSURE AND DEVELOPMENTS AGREEMENT, OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.
EXCEPTING FOR A BREACH OF ITS NONDISCLOSURE OBLIGATIONS OR PERFORMANCE OF ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, RPMG’S AGGREGATE LIABILITY TO PRODUCER SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY PRODUCER TO RPMG UNDER THIS AGREEMENT.