Example ContractsClausesDisclosure and Use Restrictions
Disclosure and Use Restrictions
Disclosure and Use Restrictions contract clause examples

The Executive agrees and covenants: # to treat all Confidential Information as strictly confidential; # to not use Confidential Information except for the benefit of the Company; # not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and # not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.

Executive agrees and covenants: # to treat all Confidential Information as strictly confidential; # not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or

Disclosure and Use. Each Party agrees that it will not use in any way, nor disclose to any third party, the other Party’s Confidential Information, and will take reasonable precautions to protect the confidentiality of such information, as stringently as it takes to protect its own Confidential Information, but in no case will the degree of care be less than reasonable care. Nothing herein shall preclude disclosure by a Party to that Party’s attorneys, accountants and employees who have a bona fide need to know the other Party’s Confidential Information in connection with the receiving Party’s performance under this Agreement. Each Party agrees to only make copies of the other’s Confidential Information for purposes consistent with this Agreement, and each Party shall maintain on any such copies a proprietary legend or notice as contained on the original or as the disclosing Party may request. For purposes of this [Section 9.1], “Confidential Information” means information which:

Use and Disclosure. The Receiving Party agrees during the Term (as defined in Section 6.1 below)and in perpetuity thereafter: # to take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep the Disclosing Party’s Confidential Information confidential, # not to disclose Disclosing Party’s Confidential Information to any third party, except to its employees, consultants, advisors or collaborators on a need to know basis, provided that such persons shall be informed of the confidential nature of such information and shall have executed appropriate written agreements sufficient to enable the Receiving Party to comply with all the provisions of this Agreement (all such employees, consultants, advisors or collaborators, collectively “Permitted Parties”), # not to make any use, disclosure or dissemination whatsoever of Disclosing Party’s Confidential Information except as required to perform the Services or otherwise meet the obligations of the Receiving Party under this Agreement or the applicable SOW, and # not to modify, reverse engineer, decompile, disassemble, or create derivative or other works based upon, containing or otherwise relating to Confidential Information. The Receiving Party’s obligations of confidentiality are not applicable to any materials of the Disclosing Party if and to the extent that such materials: # are in the public domain at the time of disclosure or later enter the public domain through no fault of the Receiving Party; # were disclosed to the Receiving Party by a third party not known by the Receiving Party to be bound by any obligation of confidentiality or prohibition of disclosure; # were independently developed by the Receiving Party as evidenced by written documentation or other reasonable evidentiary means without reference to or reliance on the Disclosing Party’s Confidential Information or Intellectual Property, or # are required to be disclosed by applicable law, regulation, or court order as evidenced by written documentation or other reasonable evidentiary means.

Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy or building permit issued for the Building of which the Premises forms a part or any applicable zoning ordinance. The statement in this Lease of the Permitted Uses does not constitute a representation or guaranty by Landlord that such business may be conducted on the Premises or is lawful under the certificate of occupancy or building permit or is otherwise permitted by law.

Restrictions on Use. Takeda understands and agrees that the Materials may have unpredictable and unknown properties, that they are to be used with caution, and that they are not to be used for testing in or treatment of humans; provided, to its knowledge, Arcturus shall notify Takeda of information on the properties of the Materials reasonably necessary for Takeda to handle the Materials safely and in compliance with the following sentence. Takeda shall use the Materials in compliance with all applicable laws and regulations, including, but not limited to, any laws or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of the Materials.

Scope of Disclosure Restrictions. Nothing in this Agreement prohibits Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. Employee is not required to notify Employer of any such communications; provided, however, that nothing herein authorizes the disclosure of information Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding Employee’s confidentiality and nondisclosure obligations, Employee is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that # is made # in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual # files any document containing the trade secret under seal; and # does not disclose the trade secret, except pursuant to court order.”

Non-Use and Non-Disclosure. Neither party shall use the other party’s Confidential Information except for the purpose of performing its obligations under this Agreement (“Purpose”). Each party shall protect the Confidential Information of the other party from disclosure and unauthorized use in the same manner that it protects its own proprietary and confidential information of like nature, but in no event shall such standard of care be less than reasonable care. Supplier may disclose the Confidential Information of the other party only to those of its employees, subcontractors, contractors, directors, advisors, auditors, attorneys and consultants who require such information for the Purpose and who are subject to confidentiality obligations at least as protective as those set forth herein. Each party shall immediately notify the other party in the event of any unauthorized use or disclosure of the other party’s Confidential Information. In the event that a party’s Confidential Information is required to be disclosed by the other party pursuant to law, regulation or valid court order, the other party shall be permitted to make such disclosure; provided, however, that # it shall promptly notify the party of the fact in writing to permit the party the reasonable opportunity to appear in any judicial proceeding involved or otherwise to act to preserve its rights; and # such disclosure is no greater than what was required to be compliant with such law, regulation or order.

Non-use and Non-disclosure. The receiving party agrees not to use any Confidential Information of the disclosing party for any purpose except to evaluate and engage in discussions conceming a potential business opportunity of mutual interest between the parties. The receiving party agrees not to disclose any Confidential Information to third parties, its legal and financial advisors, or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall reverse engineer, disassemble or recompile any prototypes, software or other tangible objects with embody the other party's Confidential Information and which are provided to the party hereunder.

Non-Disclosure and Non-Use. It is contemplated that a Party may from time to time disclose its Confidential Information to the other Party. Each Party shall not disclose to Third Parties any Confidential Information of the disclosing Party and shall not use any Confidential Information of the disclosing Party, except for the limited purposes of performing the receiving Party’s obligations or exercising the receiving Party’s rights as set forth in this Agreement. The receiving Party shall take all reasonable steps to prevent any unauthorized use or disclosure of the Confidential Information of the disclosing Party. The receiving Party may disclose Confidential Information to employees and Third Parties who have a need to have access to such Confidential Information in connection with such Party's performance of its obligations, and/or exercise of its rights, under this Agreement, provided that such employees and Third Parties are bound by confidentiality and non-disclosure obligations at least as protective of the disclosing Party and its Confidential Information as this Article 10. The provisions of this [Section 10.2] shall survive termination or expiration of this Agreement and shall continue for ten (10) years after the date of such expiration or termination.

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