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Confidentiality Obligations
Confidentiality Obligations contract clause examples
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Confidentiality Obligations. At all times during the Term and for a period of ten years following termination or expiration hereof in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is necessary or reasonably useful for the performance of, or the exercise of such Party’s rights under, this Agreement. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 7.1 (Confidentiality Obligations) with respect to any Confidential Information shall not include any information that:

Confidentiality Obligations. At all times during the Term and for a period of ten (10) years following termination hereof, each Party shall, and shall cause its Affiliates and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party, and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party (including, for clarity, before the A&R Date under the License Agreement or the Collaboration Agreement), except to the extent such use is expressly permitted by the terms of this Agreement. “Confidential Information” means any technical, business or other information provided by or on behalf of one Party to the other Party, including information relating to the terms of this Agreement (including, for clarity, the License Agreement and the Collaboration Agreement prior to the A&R Date), any Targeted AIM (including the regulatory documentation, clinical data, and any other data and results), any Development or Commercialization of any Targeted AIM, any Information developed by or on behalf of the disclosing Party or its Affiliates, or the scientific, regulatory or business affairs or other activities

Confidentiality Obligations. At all times during the Term and for a period of ​ following termination or expiration of this Agreement in its entirety, but with respect to trade secrets, for so long as such constitutes and is protected under Applicable Law as a trade secret, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information of the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement. “Confidential Information” means any non-public, confidential, or proprietary information provided by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether in oral, written, electronic, or other form or media, whether prior to, on or after the Effective Date, whether or not such information is marked, designated, or otherwise identified as “confidential”, including any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Information relating to the terms of this Agreement (subject to Section 6.4), information relating to any Licensed Compound or Licensed Product (including the Regulatory Documentation) or any development or commercialization of any Licensed Compound or Licensed Product, any know-how with respect thereto developed by or on behalf of the Disclosing Party or its Affiliates (including Licensee Know-How and [[AstraZeneca:Organization]] Know-How, as applicable) or the scientific, regulatory or business affairs or other activities of either Party shall be deemed the Confidential Information of such Party, as applicable. Notwithstanding the foregoing, the terms of this Agreement shall be deemed to be the Confidential Information of both Parties and both Parties shall be deemed to be the Receiving Party and the Disclosing Party with respect thereto. Notwithstanding the foregoing, the confidentiality and non-use obligations under this Section 6.1 with respect to any Confidential Information shall not apply to any information that:

Confidentiality Obligations. Each Party shall, and shall cause its Affiliates and, in the case of Acer as the Receiving Party, its Sublicensees, and for both Parties its and their respective officers, directors, employees and agents to, keep completely confidential and not publish or otherwise disclose and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or such use is reasonably necessary for the performance of its obligations or the exercise of its rights under this Agreement. “Confidential Information” means any information provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under or in connection with this Agreement, including the terms of this Agreement or any information relating to the Licensed Products (including the Regulatory Documentation and Regulatory Approvals and any information or data contained therein), any information relating to any Exploitation of the Licensed Products in the Territory or the scientific, regulatory or business affairs or other activities of either Party. Notwithstanding the foregoing, Confidential Information shall not include any information that:

Confidentiality Obligations. A Party receiving Confidential Information (the “Receiving Party”) agrees to strictly keep secret any and all Confidential Information received during the Term from and/or on behalf of the other Party (the “Disclosing Party”) using at least the same level of measures as it uses to protect its own Confidential Information, but in any case at least commercially reasonable and customary efforts. Confidential Information shall include information disclosed in any form including in writing, orally, graphically and/or in electronic and/or other form to the Receiving Party, observed by the Receiving Party and/or its employees, agents, consultants, and/or representatives, and/or otherwise learned by the Receiving Party under this Agreement, which the Receiving Party knows and/or reasonably should know is confidential and/or proprietary.

Confidentiality Obligations. At all times during the Term and for a period of ​ following termination or expiration hereof in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the performance of, or the exercise of such Party’s rights under, this Agreement. Notwithstanding the foregoing, the Parties acknowledge the practical difficulty of policing the use of information in the unaided memory of the receiving Party or its Affiliates and its and their officers, directors, employees, and agents, and as such each Party agrees that the receiving Party shall not be liable for the use by any of its or its Affiliates’ officers, directors, employees, or agents of specific Confidential Information of the disclosing Party that is retained in the unaided memory of such officer, director, employee or agent; provided that # such officer, director, employee, or agent is not aware that such Confidential Information is the confidential information of the disclosing Party at the time of such use; # the foregoing is not intended to grant, and shall not be deemed to grant, the receiving Party, its Affiliates, or its officers, directors, employees, and agents # a right to disclose the disclosing Party’s Confidential Information, or # a license under any Patents or other intellectual property right of the disclosing Party; and # such officer, director, employee, or agent has not intentionally memorized such Confidential Information for use outside this Agreement. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 10.2 with respect to any Confidential Information shall not include any information that:

Confidentiality Obligations. [[Organization A:Organization]] and QIAGEN each recognize that the Confidential Information of the other Party constitutes highly valuable and proprietary confidential information. [[Organization A:Organization]] and QIAGEN each agrees that it will keep confidential, and will cause its employees, consultants and Affiliates to keep confidential, all of the Confidential Information of the other Party. Neither [[Organization A:Organization]] nor QIAGEN nor any of their respective employees, consultants and Affiliates shall use the other Party’s Confidential Information for any purpose except, consistent with the previous sentence, to carry out its rights and obligations under this Agreement. Neither Party shall disclose the existence or terms of this Agreement without the other party’s prior written consent.

Confidentiality Obligations. As between the Parties, all Confidential Information remains the property of the Discloser. Recipient will: # treat as confidential, and protect the Confidential Information of the Discloser from all unauthorized use, disclosure, copying, dissemination or distribution; # use such Confidential Information solely for the purposes of this Agreement; # not disclose, deliver, distribute, display, demonstrate or otherwise make available such Confidential Information to any employees or other Persons, except those employees and contractors of Recipient (“Representatives”) who # need to know such Confidential Information for the purposes of performing the Recipient’s obligations under this Agreement, # have been informed that such Confidential Information belongs to the Discloser, and # have agreed, in a written agreement, to maintain the confidentiality thereof; # promptly return and/or destroy all such Confidential Information upon the earlier of Discloser’s request or the expiration or termination of this Agreement (and if such return is impossible as to any portion of the Confidential Information, then Recipient will promptly permanently destroy such Confidential Information and certify to Discloser that all such Confidential Information, including all copies thereof, has been completely and permanently destroyed); # immediately notify Discloser upon discovery of any loss or unauthorized use, disclosure, copying, dissemination or distribution of any such Confidential Information and use all reasonable efforts to retrieve such Confidential Information; # not reverse engineer or analyze such Confidential Information (except as permitted by law); and, # will not remove or obscure markings (if any) on Confidential Information indicating its proprietary or confidential nature. If any Representative uses, discloses, copies, disseminates or distributes Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such use, disclosure, copying, dissemination or distribution to the same extent that it would have been had the Recipient used, disclosed, copied, disseminated or distributed that Confidential Information.

As used in this Agreement, the term "Confidential Information" means any and all information (including but not limited to trade secrets, customer business associations, transactions, financial arrangements and technical or commercial affairs of the disclosing party, specifications, know-how, materials, data, reports and other communications relating to the supply of Products) which are disclosed or provided by one party to the other in connection with this Agreement, whether in oral, written, or in any electronic or other tangible form and whether furnished before, on or after the Effective Date. Confidential Information includes, without limitation, all portions of analyses, studies and other documents containing any of the foregoing, and the existence of this Agreement and its terms.

Confidentiality Obligations. During the Term of this Agreement and for ​ thereafter without regard to the means of termination, each Party # shall maintain in confidence all Confidential Information of the other Party; # shall not use such Confidential Information for any purpose except as permitted by this Agreement; and # shall not disclose such Confidential Information to anyone other than those of its Affiliates, sublicensees, prospective sublicensees, employees, consultants or agents who are bound by written obligations of nondisclosure and non-use no less stringent than those set forth in this Section 9.5 and to whom such disclosure is necessary in connection with such Party’s activities as contemplated in this Agreement. Each Party shall ensure that such Party’s Affiliates, sublicensees, prospective sublicensees, employees, consultants and agents comply with these obligations. Each Party shall notify the other Party promptly on discovery of any unauthorized use or disclosure of the other Party’s Confidential Information.

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