Additional Confidentiality Obligations Sample Clauses
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Additional Confidentiality Obligations.Except as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; (b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or (c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations.Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed to in writing by the Parties, neither Party shall, nor permit any of its Representatives to, disclose to any person:
(a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information;
(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or
(c) any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations.(a) This Section 6 shall apply in addition to the provisions set out in Clause CO-4 in the Call-Off Terms.
(b) Customer acknowledges that the Platform, the Artefacts, the Supplier Material and information and knowhow relating to such things (and any Platform source code and the financial terms of this Call-Off Agreement), shall constitute Supplier Confidential Information. Each party to whom Confidential Information of the other party has been disclosed (the “Disclosee�) will therefore:
(i) take all reasonable steps (including those steps that the Disclosee takes to protect its own information it regards as confidential) to keep the Confidential Information confidential; and
(ii) not disclose or otherwise provide, except as otherwise provided by law, the Confidential Information of the other party to any third party except to such directors, officers, employees and agents of the Disclosee who need to have access to the Confidential Information of the other party to perform their obligations to the other party under this Call- Off Agreement.
(c) This Section will not apply to Confidential Information that:
(i) is in the public domain other than because of a breach of the obligations in this Call-Off Agreement to maintain the confidentiality of such Confidential Information;
(ii) is established by Disclosee’s documents as known by the Disclosee prior to its disclosure to the Disclosee or is independently developed by the Disclosee without breach of the obligations in this Call-Off Agreement; or
(iii) has been received by the Disclosee from a third party not subject to obligations similar to the obligations in this Call-Off Agreement.
(d) In the event that either party or persons referred to in Section 5(a)(ii) to whom the Confidential Information is provided as permitted by this Call-Off Agreement receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, it will provide the other party with prompt notice so that the other party may at its sole discretion seek a protective order or other appropriate remedy and/or waive compliance with this Call-Off Agreement. If such protective order or other remedy is not obtained or that other party waives compliance with this Call-Off Agreement, the compelled person will furnish only that portion of the Confidential Information he or she is legally required to disclose.
Additional Confidentiality Obligations.Upon written request of Licensee, Institute agrees to cooperate in good faith with Licensee and Memorial Sloan Kettering Cancer Center (“MSK�) in order to enter into a mutually agreed tripartite confidentiality and non-disclosure agreement with Licensee and MSK, which agreement shall provide for the obligations of non-disclosure with respect to information shared between the Parties and MSK for the purposes of furthering the activities under this Agreement and the Research Agreement.
Additional Confidentiality Obligations.Except for such disclosure as is necessary not to be in violation of any applicable Laws, applicable Exchange policy, or valid court order or pursuant to any legal requirement or legal process of any Governmental Authority (in which case the disclosure must be made in accordance with Section 6.3), no Party shall, nor shall it permit any of its Representatives or Affiliates to, without the prior written consent (not to be unreasonably withheld) of the other Parties, disclose to any Person:
(a) the contents (or any part or summary thereof) of this Agreement or the other Transaction Documents;
(b) any terms, conditions or other matters or arrangements that are being or have been discussed or negotiated in relation to the transactions contemplated by this Agreement or the other Transaction Documents, (collectively, the “Terms Information�) except that a Party may disclose the Terms Information to its Representatives who have a reasonable need� to‐know, conditional upon:
(i) prior to making any such disclosure, the Party first informs its Representatives of the confidential nature of the Terms Information and ensures that its Representatives are subject to confidentiality duties or obligations to it which are no less restrictive than the terms and conditions of this Section
Additional Confidentiality Obligations.Subject to this Clause 8.2, University agrees to maintain as secret and confidential all Licensed Compound Know-How and not to use such information for any purpose except the Purpose after the Effective Date. University may disclose such information under conditions of confidentiality to its patent agents and other appropriate advisors and to any other licensees under the Licensed Technology (to the extent that University is permitted to grant such licences under the terms of this Agreement).
Additional Confidentiality Obligations.Except as otherwise permitted by this Agreement or required by applicable federal, state or local law or regulation, Recipient shall not, nor permit any of its Representatives to, disclose to any person:
(a) That the Confidential Information has been made available to Recipient or its Representatives, or that it has inspected any portion of the Confidential Information;
(b) That discussions or negotiations may be, or are, underway between IPC and Recipient regarding the Confidential Information or the Purpose, including the status thereof; or
(c) Any terms, conditions or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations.Except as required by applicable federal, state, or local law or regulation, neither Party shall, nor permit any of its Representatives to, disclose to any person: that the Confidential Information has been made available to it or its Representatives or that it has inspected any portion of the Confidential Information; that discussions or negotiations may be or are underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligations.Except as required by applicable federal, state or local law or regulation, or otherwise as mutually agreed to in writing by a Disclosing Party and a Receiving Party, no Party to this Agreement shall, nor permit any of its Representatives to, disclose to any person:
(a) that the Confidential Information has been made available to it, or that it has inspected any portion of the Confidential Information; or
(b) any terms, conditions or other arrangements that were discussed in relation to the Confidential Information or the Purpose.
Additional Confidentiality Obligationsa) Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, the Recipient shall not, and shall not permit its Representatives to, disclose to any person:
(i) that the Confidential Information has been made available to the Recipient or its Representatives, or that it has inspected any portion of the Confidential Information;
(ii) that discussions or negotiations may be or are underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or
(iii) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.
b) Except with the prior written consent of the Discloser, neither the Recipient nor its Representatives shall contact any representative, customer, or supplier of the Discloser with respect to the Confidential Information or the Purpose, other than Purchasing Department.