Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:
Confidentiality. ExceptConfidential Information. Confidential Information shall mean all scientific, regulatory, marketing, financial, and commercial information or data, whether communicated in written, oral, graphic, electronic or visual form, that is provided by one party (the Disclosing Party) to the extentother party (the Receiving Party) in connection with this Agreement. Except as expressly set forth in this Agreement or as otherwise agreed in writing by the parties, the Receiving Party shall keep strictly confidential, in accordance with the terms and conditions of this Article 7, the Disclosing Partys Confidential Information, shall use the Disclosing Partys Confidential Information solely as expressly authorized by this Agreement or otherwise agreed in writing,Agreement, and shall not disclose the Parties agree that, forConfidential Information to any Third Party without the termprior written consent of this Agreement and for three (3) years thereafter, eachthe Disclosing Party. The Receiving Party (the “Receiving Party”), receivingshall use at least the same degree of care to protect the Disclosing Partys Confidential Information as the Receiving Party would use to protect the Receiving Partys own Confidential Information, but no less than reasonable care. For the avoidance of doubt, any Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement orPatent Rights, and any inventions disclosed in the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that,Patent Rights, shall be deemed to be Assignees Confidential Information shall not include any information that the Receiving Party can establish:Information.
Confidentiality.Obligation; Term. Except to the extent otherwise expressly authorized by this Agreement or otherwise agreed in writing,Agreement, the Parties agree that, forduring the term of this AgreementTerm and for three (3) years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder shallwill: # keep suchthe Disclosing Party’s Confidential Information confidentialconfidential; # not disclose, or permit the disclosure of, the Disclosing Party’s Confidential Information; and shall# not publishuse, or otherwise disclose or use suchpermit to be used, the Disclosing Party’s Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Dateexpressly permitted under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:Agreement.
Confidentiality. ExceptThe Parties recognize that, in connection with the performance of this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, eachother Party (the “Receiving Party”), receiving. For purposes of this Agreement, the term “Confidential Information” means # proprietary information (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # information which is marked as confidential at the time of disclosure to the Receiving Party, or if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or # technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known to the Receiving Party at the time of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party; # has rightfully been received by the Receiving Party from a third party without breach of this provision; or # has been independently developed by the Receiving Party without using any Confidential Information of the other Party. The Receiving Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shallagrees # not publish or otherwise disclose orto use any such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalfthe performance of the Disclosing Party to the Receiving Party pursuant toits obligations under this Agreement or otherwise relatingany Transaction Document and # not to disclose any such Confidential Information, except # to its employees who are reasonably required to have the Confidential Information in connection herewith or disclosed duringwith any transaction contemplated hereby (including information disclosed priorof the other Transaction Documents, # to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information and # pursuant to, and to the Effective Date underextent of, a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreementrequest or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that theorder by a Governmental Authority. The Receiving Party can establish:agrees to take all reasonable measures to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information.
Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, eachA Party receiving Confidential Information (the “Receiving Party”), receiving agrees to strictly keep secret any and all Confidential Information received during the Term from or on behalf of the other Party (the “Disclosing Party”) hereunder shall keep suchusing 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 confidential and shall include information disclosed in any form including but not publishlimited to in writing, orally, graphically or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, businesselectronic or other information provided by or on behalf of the Disclosing Partyform to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information thatParty, observed by the Receiving Party can establish:or its employees, agents, consultants, or representatives, or otherwise learned by the Receiving Party under this Agreement, which the Receiving Party knows or reasonably should know is confidential or proprietary.
Confidentiality. ExceptConfidentiality Obligations. The Receiving Party agrees to treat all Confidential Information as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party agrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have a need to know such information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and not use it other than as permitted in this Agreement. In particular, and subject to the extent expressly authorized by this Agreement or otherwise agreed in writing,conditions of the Parties agree that, forpreceding sentence, the term ofReceiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for three (3) years thereafter, eacha period of after the termination or expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party (the “Receiving Party”), receiving anywill ensure that Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shallwill not publishbe used by its directors, officers, employees or otherwise disclose or use such Confidential Informationagents for any other purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalfset forth herein. The above provisions of the Disclosing Partyconfidentiality will not apply to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplationthat part of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information thatInformation, which the Receiving Party can establish:demonstrate by documentary evidence:
Confidentiality. Except to the extent expressly authorized by this AgreementConfidential Information. Each Party (Disclosing Party) may have disclosed or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information ofwill disclose to the other Party (the “Disclosing Party”(Receiving Party) hereunder shall keep such Confidential Information, and Receiving Party may acquire during the course and conduct of activities under this Agreement, certain proprietary or confidential information of Disclosing Party. The term Confidential Information means all ideas and shall not publish or otherwise disclose or use such Confidential Information forinformation of any purpose other than as provided forkind, whether in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, businesswritten, oral, graphical, machine-readable or other information providedform, whether or not marked as confidential or proprietary, which are transferred, disclosed or made available to Receiving Party by Disclosing Party or on behalfat the request of Receiving Party, including any of the Disclosing Party to the Receiving Partyforegoing of Third Parties, pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior toof the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:License Agreement.
Confidentiality. Except toConfidentiality Obligations. The Receiving Party shall treat as confidential all of the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, each Party (the “Receiving Party”), receiving anyDisclosing Party’s Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information except as expressly permitted under this Agreement or other agreements entered into between the Parties. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees, contractors, permitted assignees or sublicensees of the Receiving Party with a reasonable “need to know’’ and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose other thanpurpose, except as provided forset forth herein. Nothing in this Agreement. “ConfidentialAgreement shall prevent the Receiving Party from disclosing Confidential Information meansto the extent the Receiving Party is legally compelled to do so by any technical, scientific, regulatory, commercial, businessgovernmental investigative or other information provided byjudicial agency pursuant to proceedings over which such agency has jurisdiction, or on behalfin connection with the requirements of an initial public offering or securities filing; provided, however, that prior to any such disclosure, the Receiving Party shall # assert the confidential nature of the Confidential Information to the agency, # immediately notify the Disclosing Party in writing of the agency’s order or request to disclose, and # cooperate fully with the ReceivingDisclosing Party pursuant to this Agreement in protecting against any such disclosure and/or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior toobtaining a protective order narrowing the Effective Date under a confidentiality agreement in contemplationscope of this Agreement), including information relating to the terms of this Agreement or the Product,compelled disclosure and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:protecting its confidentiality.
Confidentiality. ExceptEach Party may have a proprietary interest or other need for confidentiality in information that may be furnished to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating(“Confidential Information”). The Party disclosing such information shall be referred to or disclosed during any transaction contemplated hereby (including information disclosed prior toin this section as the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product,“Disclosing Party,” and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential InformationParty receiving such information shall not include any information thatbe referred to as the Receiving Party can establish:”Receiving Party.”
Confidentiality.In carrying out its obligations under this Agreement, each Party will be sharing confidential and proprietary data and information (“Confidential Information”) with the other Party. Except to the extentas expressly authorizedpermitted by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter,Agreement, each Party (the “Receiving Party”), receiving anyshall, and shall cause its Subsidiaries to, treat Confidential Information ofreceived or deemed to be received from the other Party (the “Disclosing Party”) hereunderor its Subsidiaries as it treats its own proprietary information of like nature and importance. During the Term and for a period of five (5) years thereafter (indefinitely with respect to trade secrets), the Party in receipt of the Disclosing Party’s Confidential Information (the “Receiving Party”) shall keepnot disclose, divulge or otherwise communicate such Confidential Information confidential and shall not publish or otherwise discloseto any Person, or use such Confidential Informationit for any purpose other than as provided forexcept pursuant to and in order to carry out its obligations and exercise its rights under this Agreement. “ConfidentialNotwithstanding the foregoing, the Receiving Party may disclose Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuantParty’s directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents and in TRIS’ case to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed priorits Affiliates to the Effective Dateextent reasonably necessary to carry out its obligations and exercise its right under a confidentiality agreementthis Agreement, provided that such directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents or in contemplationTRIS’ case its Affiliates have been advised of this Agreement), includingthe confidential nature of such information relatingand have agreed to maintain such information as confidential to the terms ofsame extent required by this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:Article 10.
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