Example ContractsClausesThird Party Information
Third Party Information
Third Party Information contract clause examples

Third Party Information. The Executive recognizes that the Company and Related Entities have received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the part of the Company or Related Entities to maintain the confidentiality of such information and to use it only for certain limited purposes. Except as otherwise provided in [Subsection 18(a)(iii)] of this Agreement, the Executive agrees at all times during the Executive’s employment and thereafter to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Executive’s work for the Company consistent with the obligations of the Company or Related Entities with such third party.

Third Party Confidential Information. Advisor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Advisor agrees that Advisor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

Third Party Confidential Information. Neither Party shall disclose to the other Party any confidential or proprietary information or intellectual property that it holds in confidence on behalf of any third party unless such disclosing Party first obtains the consent of such third party and enters into a separate three-party confidentiality agreement with the receiving Party covering that disclosure. Neither Party shall represent to the other Party as being unrestricted any designs, plans, models, samples, or other writings or products that it knows are covered by valid patent, copyright, or other form of intellectual property protection belonging to a third party.

Third Party Confidential Information. Consultant agrees not to use any trade secrets or other confidential information of any other person, firm, corporation, institution or other entity in connection with any of the Consulting Services. Consultant shall not disclose to any # unpublished results of research performed at Institution by Consultant or any

Account Information from Third Party Sites. Merchant and Principal(s) authorize Purchaser to retrieve company and personal information, respectively, from third-party financial institutions with which Merchant or Principal(s) have relationships. Purchaser may work with one or more online financial service providers under contract to access this account information and review bank statements, including Yodlee, Inc. and Clarilogic, Inc. d/b/a DecisionLogic (“Approved Service Providers”).

Non-Disclosure of Third Party Information. Executive represents and warrants and covenants that Executive shall not disclose to the Company or HoldCo, as applicable, or use, or induce the Company or HoldCo, as applicable, to use, any proprietary information or trade secrets of others at any time, including but not limited to any proprietary information or trade secrets of any former employer, if any; and Executive acknowledges and agrees that any violation of this provision shall be grounds for Executive’s immediate termination and could subject Executive to substantial civil liabilities and criminal penalties. Executive further specifically and expressly acknowledges that no officer or other employee or representative of the Company or HoldCo has requested or instructed Executive to disclose or use any such third party proprietary information or trade secrets.

Third Party Rights. This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.

Third Party Consents. Each Party shall, and shall cause its Subsidiaries and Affiliates to # use reasonable best efforts to assemble, prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consent required to be obtained in connection with the Merger, # use reasonable best efforts to obtain all consents and approvals of third parties that such Party or its Subsidiaries or Affiliates is required to obtain in order to consummate the Merger, and # take such other action as may reasonably be necessary or as the other Party may reasonably request to satisfy the conditions set forth in Article VI or otherwise to comply with this Agreement and to consummate the Merger as soon as practicable.

Third Party IP. To the extent that, after the Effective Date, Axsome comes into the Control of any Know-How or Patent Rights in the Territory by way of entering into an agreement with a Third Party pursuant to which Axsome acquires ownership of or a license, with the right to grant sublicenses under such Know-How or Patent Rights, where such Know-How relates to, or such Patent Rights claims or disclose any # Licensed Compound or Licensed Product (including the composition of matter thereof), or # method of using any Licensed Compound of Licensed Product, Axsome shall notify Licensee and Licensee may elect, by written notice provided to Axsome within thirty (30) days of Axsome’s notice to Licensee, whether or not to treat such agreement as an Upstream License and, as a result to, include such Know-How as part of the Licensed Know-How or such Patent Rights as part of the Licensed Patent Rights, provided, however, that in the event Licensee elects to so include such Know-How or Patent Rights in the Licensed Know-How or Licensed Patent Rights, respectively, Licensee, in addition to the payments Licensee is to make to Axsome pursuant to any other provision of this Agreement, including, Article 4 and Sections 3.6, 5.3, 5.4 and 5.5,shall reimburse Axsome for all payments (including upfront fees (to the extent reasonably allocable to the rights for the Territory, milestones, royalties and sublicensing fees) Axsome is required to pay to such Third Party as a result of the grant of a license under or to use or practice such Know-How or Patent Rights or Licensee’s use or practice of such Know-How or Patent Rights, including through the development or commercialization of any Licensed Compound or Licensed Product (“Additional Upstream License Payments”). If Licensee fails to timely make such election, the agreement entered into with such Third Party shall not be an Upstream License and such Know-How and Patent Rights shall not be included as part of the Licensed Know-How or Licensed Patent Rights, as applicable. For the avoidance of doubt, no additional payments will be made by Licensee in relation to Upstream Licenses in place as of the Effective Date.

Third Party Beneficiaries. This contract is strictly between FDOC and CR Shareholders and, except as specifically provided, no other Person shall be deemed to be a third party beneficiary of this Agreement.

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