Use and Disclosure Restrictions. Neither party shall, without the written consent of the other, communicate confidential information of the other, designated in writing or identified in this Agreement as such, to any third party and shall protect such information from inadvertent disclosure to any third party in the same manner that the receiving party would protect its own confidential information. The foregoing obligations will not restrict either party from disclosing confidential information of the other party: (a) pursuant to applicable law; (b) pursuant to the order or requirement of a court, administrative agency, or other governmental body, on condition that the party required to make such a disclosure gives reasonable written notice to the other party to contest such order or requirement; and (c) on a confidential basis to its legal or financial advisors.
Use and Disclosure Restrictions. The Recipient agrees: (a) to maintain the Confidential Information of the Discloser in strict confidence; (b) not to disclose such Confidential Information to any third parties, except its Representatives (as defined below) in accordance with this Section 16.2; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, employees and Affiliates’ employees (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the Discloser’s Confidential Information as those set forth herein. Recipient’s obligations under this Section 16 will continue in effect for a period of three (3) years from the date of last disclosure of Confidential Information by Discloser, or for such longer period during which the Confidential Information is considered a Trade Secret. Notwithstanding the generality of the foregoing, Customer’s obligations under this Section 16 will continue in effect with respect to Exasol Materials for so long as those are maintained in confidence by Exasol.
Use and Disclosure Restrictions. Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
Use and Disclosure Restrictions. The party receiving Confidential Information (“Recipient”) agrees: (a) to maintain the Confidential Information of the party disclosing such information (the “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, employees, and subcontractors (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the other party’s Confidential Information as those set forth herein. Recipient’s obligations under this Section 18 will continue in effect for a period of three (3) years from the date of last disclosure of Confidential Information by Discloser, except that Customer’s obligations under this Section 18 will continue in effect in perpetuity with respect to Outcold Solutions Materials.
Use and Disclosure Restrictions. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, subcontractors, and advisers that need to know such Confidential Information for the purposes of this Agreement, provided that each such third party is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; or (ii) on an as-needed, confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement as required under applicable securities regulations and on a confidential basis to current or prospective investors or acquirers of such party.
Use and Disclosure Restrictions. Receiving Party will: (i) not use the Disclosing Party’s Confidential Information, except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software pursuant to this Agreement; and (ii) not disclose such Confidential Information to any third party, other than to its employees, contractors and as permitted under this Section 4.3. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party; (c) as required under applicable securities regulations; or (d) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
Use and Disclosure Restrictions. A receiving party will use commercially reasonable efforts to protect Confidential Information it receives and will use Confidential Information only as necessary to perform its obligations and exercise its rights under this Agreement and each Order. A receiving party will not disclose Confidential Information to third parties other than as permitted under this Agreement or as compelled by a court or regulator of competent authority (and then while taking all reasonable steps to inform the disclosing party prior to disclosure and to limit the scope of the disclosure).
Use and Disclosure Restrictions. Recipient shall not use any Confidential Information of Discloser for any purpose other than as required to exercise its rights and perform its obligations under this Agreement (the “Purpose”). Except to the extent expressly permitted by this Agreement or by Discloser in writing, Recipient shall hold all Confidential Information of Discloser in strict confidence and shall not publish, disseminate or otherwise disclose, or permit or facilitate the disclosure of, any Confidential Information to any third party. Recipient may disclose the Confidential Information only to its employees, officers, agents and representatives who have a need to know such information to carry out the Purpose and are bound in writing or under Applicable Law by restrictions regarding use and disclosure of such information comparable to, and in no event less restrictive than, those set forth in this Agreement. Recipient shall be responsible for all acts and omissions by its employees, officers, agents and representatives as if such acts or omissions were acts or omissions of Recipient. Any copy, extract, portion or derivative of any Confidential Information of Discloser shall be identified by Recipient as belonging to Discloser and prominently marked “proprietary” or “confidential.”
Use and Disclosure Restrictions. During the term of this Agreement, and for a period of five (5) years after any termination of this Agreement, each party will not use the other party's Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, each party may disclose Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to legal or financial advisors.
Use and Disclosure Restrictions. Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information and use the same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as permitted under this Agreement or as otherwise required by law. Subject to the foregoing: (i) MSC may disclose Newco Confidential Information only to those advisors, employees and subcontractors of MSC who have a need to know Newco Confidential Information for the purposes of providing the Services described in the applicable Statement of Work or to otherwise perform MSC’s obligations under this Agreement; and (ii) Newco may disclose MSC Confidential Information only to those advisors, employees and subcontractors of Newco who have a need to know MSC Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or for evaluating MSC’s performance under this Agreement, or to otherwise exercise Newco’s rights under this Agreement; provided that, each Party, as applicable, will ensure that any subcontractor to which it discloses Confidential Information of the other Party will maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement requires of the Disclosing Party. Recipient shall take all reasonable measures to restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the contrary and in addition to any disclosure rights granted to Newco under this Agreement and any SOW, either Party may disclose MSC or Newco Confidential Information to state and federal regulators and their designees, as required by law, and to Newco’s auditors in connection with audits of Newco.
