test.csv

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['limited use'],"The Parties are willing to exchange Confidential Information in the form of certain scientific, technical and commercial information, that will include confidential and proprietary material relating to ………………… (the ""Field"") and the Receiving Party may use this Confidential Information for the sole consideration of assessing whether to enter into a potential or proposed business collaboration with the Disclosing Party for the joint development of the technology …………………………"
['limited use'],"(the ""Permitted Purpose"") subject to the terms and conditions of this Agreement."
"['explicit identification', 'inclusion of verbally conveyed information']","In respect of Confidential Information disclosed in documentary form, model or any other tangible form, this shall be marked by the Disclosing Party as confidential or otherwise designated to show expressly or by necessary implication that it is imparted in confidence."
"['sharing with third-parties', 'sharing with employees']","""Representatives"" shall mean directors, employees, professional advisors or anyone involved with the Party in a professional or business capacity."
['permissible acquirement of similar information'],c) is lawfully disclosed or made available to the Receiving Party by a third party having no obligation to the Disclosing Party to maintain the confidentiality of such information;
['permissible development of similar information'],"d) was independently developed or derived by the Receiving Party without the aid, application or use of information furnished by the Disclosing Party, as evidenced by documentary or other physical evidence;"
['limited use'],"c) Not to use, in whole or in part, the Confidential Information for anything other than the Permitted Purpose."
['no reverse engineering'],"f) Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information;"
"['sharing with third-parties', 'sharing with employees']","The Receiving Party undertakes to permit access to the Confidential Information only to its Representatives or employees who require access to such Information solely for the fulfilment of the Permitted Purpose, and furnished on a need-to-know basis and only on the condition that such persons are made aware of the terms of this Agreement and their obligations therein, along with the Disclosing Party’s rights to the Confidential Information."
['return of confidential information'],"The Receiving party must, at the end of this Agreement or within seven days following written instruction by the Disclosing Party to do so, return or destroy all Confidential Information in the Receiving Party's possession, custody or control."
"['permissible post-agreement possession', 'permissible copy']","The Receiving Party may retain one (1) copy of any such Confidential Information to be stored securely with its legal representative only if required for regulatory or insurance purposes, but in this event the confidentiality and non-use provisions in this Agreement remain in place with respect to such retained Confidential Information."
['no licensing'],"This Agreement shall not grant, nor be construed to grant any rights whatsoever beyond the scope of the Permitted Purpose of the Confidential Information to the Receiving Party."
['survival of obligations'],"Termination of this Agreement shall not affect any obligation imposed by this Agreement with respect to Confidential Information disclosed prior to termination, the obligations of non-use and non-disclosure of Confidential Information shall survive for 3 (three) years from the date of disclosure of the Confidential Information."
['confidentiality of agreement'],The existence of this Agreement cannot be disclosed to any third party.
['confidentiality of agreement'],"It is thus forbidden to make any oral and/or written disclosure (advertising, publication, or any other kind of external communication) of this Agreement being in force nor of the potential co-operation that could be subsequently negotiated, without prior and written authorisation of all Parties."
['none-inclusion of non-technical information'],"(i) all commercial, marketing and business information, strategic and development plans, intentions, any matter concerning AHPL, its affairs, business, operations, shareholders, directors, officers, business associates, clients or any other person or entity having dealings with AHPL;"
"['none-inclusion of non-technical information', 'inclusion of verbally conveyed information']","(iii) scientific, technical, intellectual or other information in any form whatsoever, whether electronic or otherwise, relating to methods, processes, formulae, compositions, systems, techniques, product information, inventions, know-how, trade secrets, design rights, machines, computer programs, software, development codes and research projects; business plans, co-developer/collaborator identities, data, business records of every nature, customer lists and client database, pricing data, project records, market reports, sources of supply, employee lists, business manuals, policies and procedures, information relating to technologies or theory and all other information which may be disclosed by AHPL to the other party which the other party may be provided access by AHPL, whether stored electronically or otherwise; all information which is deemed by AHPL to be Confidential Information or which is generated as a result of or in connection with the business of AHPL and which is not generally available to the public; and all copies, reproductions and extracts thereof, in any format or manner of storage, whether in whole or in part, together with any other property of AHPL made or acquired by the other party or coming into their possession or control in any manner whatsoever."
['permissible development of similar information'],(ii) which the Recipient can show has been known or has been developed by or for the Recipient at any time independently of the information disclosed to it by the Discloser;
['permissible acquirement of similar information'],(iii) which is hereafter disclosed or made available to the Recipient from a source other than the Discloser without breach by the Recipient or such source of any obligation of confidentiality or non-use towards the Discloser;
['notice on compelled disclosure'],"2.3 Notwithstanding the foregoing, the Recipient shall be entitled to make any disclosure required by law of the other party's Confidential Information, but shall give the other party not less than two (2) business days' notice of such disclosure and shall consult with the Discloser prior to such disclosure with a view to avoiding such disclosure if legally possible."
['return of confidential information'],"(a) within one (1) month of completion of the purpose or receipt of a written request from the other party, return to the other party all documents and materials (and all copies thereof) containing the other party's Confidential Information and certify in writing to the other party that it has complied with the requirements of this sub-clause; and"
['survival of obligations'],"(b) notwithstanding the completion of the Purpose or return of the documents and materials as aforesaid, continue to be bound by the undertakings set out in Clause 2."
['return of confidential information'],"In the event of termination of this Agreement, the Company shall when directed to do so by AHPL, and instruct all its agents and sub-contractors to erase all data provided by AHPL and all copies of any part of the data provided by AHPL from the Company’s systems and magnetic data."
['return of confidential information'],"Upon completion of this Agreement, the data will be either returned to AHPL or disposed of under the Company’s supervision in accordance with the applicable laws and regulations, and the written instructions of AHPL."
['no licensing'],5.1 Each party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited here are granted or to be implied from this Agreement.
['confidentiality of agreement'],"Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other party or of any other company in the Group of Companies of which the other party forms part in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld."
['no licensing'],The Discloser reserves all rights in the Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement.
['none-inclusion of non-technical information'],"VENDOR acknowledges that in the course of providing services to BPS and its students, only VENDOR and its employees or representatives will be given or have access to certain directory, routing, and confidential student information (""Confidential Information"") which may typically protected from disclosure with or without prior consent by various laws including the Family Educational Rights and Privacy Act (FERPA) 20 U.S.C. § 1232g et seq., 34 C.F.R. § 99 et seq., and 603 C.M.R. 23.00 et seq."
['limited use'],"Nothing in this Agreement may be construed to allow any Party to maintain, use, disclose, or share Confidential Information in a manner not allowed under federal or state law or regulation, or outside the scope of this agreement."
['limited use'],"Authorized vendors shall strictly comply with all federal and state laws that apply to the use and release of Confidential Information, including but not limited to FERPA and its regulations, set forth at 34 C.F.R. § 99. VENDOR, its employees and/or representatives, shall use the Confidential Information and routing data solely in connection with performance by VENDOR of the services provided to BPS as outline by this agreement and pursuant to the Challenge Document and for no other purpose."
['notice on compelled disclosure'],"VENDOR shall immediately notify BPS (see below) in writing of any subpoena, court order or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose or appeal any such subpoena, order or legal process to the extent deemed appropriate by BPS."
['return of confidential information'],"In addition, upon the completion of the services provided by VENDOR to BPS as outlined in this Agreement, VENDOR shall return or destroy, as BPS may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis or data base containing, based on or derived from the Confidential Information."
['survival of obligations'],"Termination of this Agreement, however, does not affect any Party’s obligations, duties or rights imposed or granted by separate instrument such as a grant or other contract."
['permissible acquirement of similar information'],"(a) information relating to the Disclosing Party that is obtained or was previously obtained by the Receiving Party from a third Person who, insofar as is known to the Receiving Party after reasonable inquiry, is not obligated to keep such information confidential;"
['confidentiality of agreement'],"In addition, except as set forth in section 2.06, without the prior written consent of the Disclosing Party, neither the Receiving Party nor its Representatives will disclose to any other Person the fact that Confidential Information has been made available to the Receiving Party by the Disclosing Party, or any of the terms, conditions or other facts relating to the Parties’ business relationship."
['limited use'],"The Receiving Party shall not, in any manner, derive any benefit, directly or indirectly, from the Confidential Information or the use of such Confidential Information, for any purpose."
"['sharing with third-parties', 'sharing with employees']","Except as set forth in Section 2.06, the Receiving Party shall not disclose any of the Confidential Information or other facts directly related to the Confidential Information to any Person other than its Representatives who have a need to know such Confidential Information and who have been informed of the confidential nature of the Confidential Information."
['notice on compelled disclosure'],"The Receiving Party will not disclose to any Person the Confidential Information or other facts directly related to the Confidential Information unless, in the reasonable opinion of the Receiving Party’s legal counsel, disclosure is required by legal process or regulatory demands, in which event the Receiving Party will, prior to such disclosure, promptly provide the Disclosing Party with written notice of the intended disclosure so that the Disclosing Party may seek a protective order or other appropriate protection."
['survival of obligations'],"The obligations of confidentiality contained herein shall survive the expiration or termination of the Contract, SOW, Amendments, or RFP Terms."
['survival of obligations'],"The termination of this CNDA, or the completion or abandonment of the Permitted Purpose, shall not affect the survival of the non-disclosure obligations under this CNDA, which obligations shall survive for a period of 3 years."
"['sharing with third-parties', 'sharing with employees']","1.2 BROOKS, its directors, employees, agents and representatives shall not disclose, disseminate, publish, communicate or divulge any Confidential Information to anyone outside BROOKS, or to any employee of BROOKS not having reasonable need for access to such information, unless CLIENT expressly consents to such disclosure in writing."
['permissible development of similar information'],3.2 Develops independently;
['permissible acquirement of similar information'],Rightfully receives without obligation of confidentiality from a third party;
['notice on compelled disclosure'],"If BROOKS is legally compelled (whether by regulatory request, deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any Confidential Information, BROOKS shall immediately notify the CLIENT in writing of such requirements so that the CLIENT may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof."
['return of confidential information'],"Upon termination of the business relationship between the Parties, BROOKS shall, upon written request of CLIENT, deliver any records, data, information and other documents, and all copies thereof, furnished by CLIENT to BROOKS."
['none-inclusion of non-technical information'],"4. ""Confidential Information"" means a Party’s energy management system model data provided or to be provided by a Disclosing Party to another Party."
['limited use'],Confidential Information shall be disclosed only to Reviewing Representatives and only used to enable a Party to perform its Transmission Functions.
['inclusion of verbally conveyed information'],"8. ""Notes"" or ""Notes of Confidential Information"" means memoranda, handwritten notes, or other form of information (including electronic form) which copies or discloses Confidential Information."
"['sharing with third-parties', 'sharing with employees']","9. ""Reviewing Representative"" means an employee of a Party who has signed or electronically signed a Non-Disclosure Certificate and who is a principal, partner, officer, director, employee, agent and other representative of a Party."
"['sharing with third-parties', 'sharing with employees']",A Reviewing Representative shall not have access to any Confidential Information unless that Reviewing Representative is required to have the information in order to carry out that person’s Transmission Functions responsibilities and has executed the attached Non-Disclosure Certificate.
['permissible copy'],A Reviewing Representative may make copies or Notes of Confidential Information that shall be subject to this Agreement.
['survival of obligations'],Parties shall not disclose Confidential Information to a third party without the prior written approval of the Disclosing Party.
['survival of obligations'],"Each Party shall treat all Confidential Information in every form as confidential, and shall not reveal, divulge or disclose Confidential Information, at any time or for any reason, to any third person or entity."
['survival of obligations'],"This provision shall survive the expiration, termination or cancellation of this Agreement in accordance with Section 9."
['notice on compelled disclosure'],"Notwithstanding anything to the contrary in this Agreement, a Party may disclose Confidential Information to the extent but only to the extent:"
['notice on compelled disclosure'],(a) approved by the Disclosing Party in writing; or
['notice on compelled disclosure'],"(b) required by Law or an Authority, but only if:"
['notice on compelled disclosure'],(i) the Party attempts to notify the Disclosing Party as far in advance as practicable prior to making disclosure of its intent to disclose Confidential Information and of the content and mode of communication of the disclosure; and
['notice on compelled disclosure'],"In addition, if disclosure is required by Law or Authority, the Party to the extent practicable (and permitted by law), will"
['notice on compelled disclosure'],"(1) promptly notify the Disclosing Party of the circumstances surrounding the requirement,"
['notice on compelled disclosure'],"(2) consult with the Disclosing Party on available options to request confidential treatment and/or the advisability of taking legally available steps to resist or narrow the request or requirement for disclosure, and"
['notice on compelled disclosure'],(3) disclose such Confidential Information only after using all reasonable efforts to comply with subsections
['notice on compelled disclosure'],(2) above and after cooperating with the Disclosing Party’s reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any portion of the Confidential Information designated for such treatment by the Disclosing Party.
['limited use'],Neither the Party nor its Reviewing Representatives shall use the Confidential Information for any purpose whatsoever except for the purpose of executing the Reviewing Party’s Transmission Functions.
['return of confidential information'],"Once the Party no longer requires the use of such information for the purpose of performing its Transmission Functions, the Confidential Information shall be returned or destroyed in accordance with this Agreement."
['explicit identification'],"Confidential Information that is in writing or other tangible form (including electronic form) shall be subject to this Agreement only if it is clearly marked as ""Confidential"" when disclosed by the Disclosing Party to a Party."
"['explicit identification', 'permissible development of similar information', 'permissible acquirement of similar information']",Confidential Information excludes any information that:
['explicit identification'],(i) the Disclosing Party has not specifically notified the Party is confidential;
['permissible acquirement of similar information'],"(a) the Disclosing Party, or other person acting on behalf of the Disclosing Party; or"
['permissible acquirement of similar information'],(b) a Party who has confidentiality obligations to the Disclosing Party;
['permissible acquirement of similar information'],(v) is disclosed to third parties by the Disclosing Party without restriction or obligation of confidentiality;
['permissible development of similar information'],(vi) is developed independently by the Party as evidenced by documentation made in the ordinary course of business by the Party; or
['survival of obligations'],The obligations of the Parties under this Agreement shall continue and survive the Transmission Functions for which the Confidential Information was disclosed and shall remain binding under this Agreement unless disclosure is permitted under Section 8 or required by Law or Authority.
['no licensing'],"No license to the Party, under any trademark, patent copyright, mask work protection right or any other intellectual property right, is either granted or implied by the conveying of Confidential Information to such Party."
"['return of confidential information', 'survival of obligations']","A Party may withdraw from this Agreement on 30-day notice by giving notice to all Parties in accordance with the notice requirements of this Agreement, subject to such withdrawing party certifying in writing prior the effectiveness of such withdrawal that:"
['return of confidential information'],(i) it has returned or destroyed all Confidential Information then in its possession; and
['survival of obligations'],(ii) it will remain bound by the disclosure limitations imposed by this Agreement.
['limited use'],"1. Stockholder agrees that the Confidential Material is being produced to them only for purposes reasonably related to Stockholder’s interests as a stockholder of the Company and that Stockholder shall not utilize Confidential Material, any other information produced by the Company or anything derived from Confidential Material or derived from any other information produced by the Company for any other purpose."
['notice on compelled disclosure'],"3. If the Stockholder is required (by interrogatory, subpoena, civil investigatory demand, or any similar process relating to any legal proceeding, investigation, hearing, or otherwise) to disclose in any manner any Confidential Material, the Stockholder will provide the Company with prompt notice (i.e., within 2 business days of receipt of such interrogatory, subpoena, demand, or any similar process), so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement in the event that such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, the Stockholder may furnish only such Confidential Material as they are advised is legally required and must exercise their best efforts to obtain assurance that confidential treatment will be accorded to any Confidential Material."
['none-inclusion of non-technical information'],"For the purposes of this Agreement the term confidential information includes proprietary materials and information relating thereto including without limitation specifications, drawings, designs, computer software and knowhow."
['explicit identification'],2. The parties will mark or otherwise designate confidential information to show expressly or by necessary implication that it is imparted in confidence.
['limited use'],b) it will not use the information for any commercial purpose or manufacture without obtaining a written licence or other agreement from the disclosing party;
['sharing with employees'],"d) it will not disclose the information to employees other than those above except to the extent necessary to fulfil the purposes set out above and all such other employees to which it will disclose it will be made aware of the confidential nature of the information, and the conditions of disclosure herein;"
['no licensing'],"4. Under the terms of this Agreement there is no explicit or implied transfer of ownership to the receiving party of any drawings, documents or software, or the copyright subsisting in them."
['permissible development of similar information'],"b) information which the recipient party can show was in its possession at the time of disclosure or which is independently developed by the recipient and was not acquired directly or indirectly from the disclosing party, or"
['permissible acquirement of similar information'],d) information which is received by the receiving party from a third party without similar restriction and without breach of this Agreement.
['inclusion of verbally conveyed information'],"1. Recipient may be provided with access to selected information (oral, written, or electronic) of the other (including of any of the Corporations) which helps meet a regulatory purpose or business need, including, but not limited to, that information which relates or refers to: business planning; internal controls; computer, data processing, or communications architectures or systems; electronic data processing architectures, applications, programs, routines, or subroutines; business affairs and methods of operation or proposed methods of operations, techniques or systems of a party (including of any of the Corporations) or any customer of a party (including of any of the Corporations); financial or other non-public information."
['inclusion of verbally conveyed information'],"This information received from a party (including of any of the Corporations), either orally or in writing, during the course of the Project shall be deemed to be confidential information (Confidential Information) for purposes of this Confidentiality Agreement."
['survival of obligations'],"2. Recipient acknowledges the sensitive and secret nature of the Confidential Information it will have access to during the term of this Agreement and agrees that it will treat such Confidential Information as strictly confidential and shall exercise the same degree of care in the protection of the Confidential Information as the Recipient exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information."
"['sharing with third-parties', 'sharing with employees']","3. Recipient shall not disclose Confidential Information to any person or entity, except its employees or partners involved in the Project, or to use the Confidential Information for any purpose other than fulfilling its obligations under the Project."
"['sharing with third-parties', 'sharing with employees']",Access to or disclosure of Confidential Information by Recipient shall be limited to those employees or partners covered by a then effective legal obligation or agreement with Recipient that prohibits the disclosure or unauthorized use of confidential information deemed confidential by Recipient (Authorized Employees).
['permissible copy'],4. Recipient shall not make copies of the Confidential Information except for those copies required for use by Authorized Employees in the performance of the Agreement.
['return of confidential information'],"The Recipient agrees that all Confidential Information, including any copies thereof, shall be returned to NASDAQ OMX or destroyed within ten (10) days of the expiration or other termination of the Project."
"['permissible development of similar information', 'permissible acquirement of similar information']",7. The obligation of non-disclosure shall not extend to:
['permissible acquirement of similar information'],(3) information which is revealed to the Recipient by a third party--unless such party is under a duty of non-disclosure; or
['permissible development of similar information'],(4) information which the Recipient develops independently of the disclosure as indicated by files existing at the time of initial disclosure.
['notice on compelled disclosure'],"8. In the event Recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, Recipient shall provide prompt actual notice to the General Counsel of NASDAQ OMX of such receipt, providing the Corporations with a reasonable opportunity to intervene in the proceeding before the time that Recipient is required to comply with such subpoena or other process."
['survival of obligations'],10. The representations and obligations of the Recipient relative to the Confidential Information shall survive the termination of this Confidentiality Agreement for a period up to three (3) years from the date of the completion or other termination of the Project.
"['sharing with employees', 'limited use']","d. The contractor, the contractor's employees, and any subcontractor and subcontractor's employees will access the VA information, software, applications, computer systems, and hardware which VA provides, or provides access to, only to the extent necessary, and only for the purpose of performing the contract."
['sharing with employees'],The contractor will take reasonable steps to ensure that it will allow only those contractor and subcontractor employees who need to see the VA materials in order to perform the contract to do so.
['permissible copy'],"f. The contractor and its employees shall not make any copies of any VA information, including software or applications that are not copyrighted, except as necessary to restore VA computer systems or data storage devices to an operating state."
['notice on compelled disclosure'],"Prior to any disclosure pursuant to a court order, the contractor shall promptly notify VA of the court order and provide VA with a copy by fax or e-mail, whichever is faster, and notify by telephone the VA individual designated in advance to receive such notices."
['return of confidential information'],"k. Upon completion or termination of the contract for any reason, the contractor will immediately deliver all VA records, data, copies of VA records and data, software and equipment, and information about VA data and systems recorded or documented by the contractor, in its possession or the possession of any subcontractors, to the VA official designated in the contract or pursuant to this agreement."
['inclusion of verbally conveyed information'],"c) ""Confidential Information"" means any and all information, regardless of form, format or medium (including without limitation visual or oral information), of, related to, concerning, or resulting from, the City, the RFP and/or the Permitted Use, which comes into the possession or knowledge of the Confidant, including, without limitation, the RFP, documents, business information, know how, data, trade secrets, processes, designs, communications, materials, drawings, diagrams, computer programs, concepts, and any and all copies, reproductions, modifications, and derivative works."
['limited use'],"2. Access/Use of Confidential Information: Subject to the terms and conditions of this Agreement, Confidant may use the Confidential Information only for the Permitted Use and for no other purpose whatsoever."
['sharing with employees'],"b) Confidant shall restrict access to Confidential Information only to its employees with a need to know to carry out the Permitted Use, and prior to disclosing same, each such employee shall be made aware of the terms and conditions of this Agreement; and"
['survival of obligations'],5. Continuing Obligations and Remedies:
['survival of obligations'],The obligations of Confidant under this Agreement shall not terminate but shall continue without limitation of time.
['no licensing'],"6. No License Granted: Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information."
['inclusion of verbally conveyed information'],"For the purpose of this Agreement, ""Confidential Information"" means any information received by a Party (the ""Receiving Party"") regarding the other Party’s (the ""Disclosing Party"") business, research, products and/or services, such as all information and technology, including without limitation, research, inventions, manufacture methods, data, designs, plans, drawings, know-how, IT systems, software, processes, schematics, blueprints, records, reports, models, prototypes and descriptions related thereto, customers, partners, as well as the terms and conditions of this Agreement and information furnished during discussions or oral presentations, whether or not designated as confidential at the time of disclosure."
['permissible acquirement of similar information'],iii. is lawfully obtained by the Receiving Party from a third party; or
['permissible development of similar information'],"iv. is independently developed by the Receiving Party without the use of any Confidential Information, as evidenced by its records."
['notice on compelled disclosure'],"This Agreement will not be deemed to restrict either Party from complying with a lawfully issued governmental order, order of a court of competent jurisdiction or other legal requirement to produce or disclose Confidential Information; provided, however, that the Receiving Party will promptly notify the Disclosing Party upon learning of such order or requirement."
['limited use'],The Parties shall only use Confidential Information for the purpose of negotiation and/or evaluation of any co-operation between the Parties.
"['sharing with third-parties', 'sharing with employees']","The Parties shall not disclose Confidential Information to any third party, other than to their officers, employees or consultants (engaged in the matter of this Agreement) on a need to know basis, without the prior written approval of the other Party."
['permissible copy'],"The Receiving Party shall not be entitled to copy any Confidential Information furnished by the Disclosing Party hereunder, unless and to the extent it is necessary for the purpose of this Agreement."
['return of confidential information'],"Upon request of the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall return, delete or destroy (as instructed in writing by the Disclosing Party) all Confidential Information, and all copies thereof."
['no licensing'],4.1 All Confidential Information (including but not limited to all intellectual property rights emanating from or related to Confidential Information) remains the exclusive property of the Disclosing Party and nothing in this Agreement grants any right or license in the Confidential Information to the Receiving Party.
['survival of obligations'],"61. This Agreement shall remain in force and effect for [one (1)] year when duly signed by both Parties, provided, however that the confidentiality obligations imposed on the Receiving Party under this Agreement shall continue for a period of [five (5)] years after termination of the Agreement, except to the extent this Agreement is superseded by stipulations of a contemplated agreement."
['explicit identification'],"Each Party receiving Confidential Information (as defined below) (each, a ""Recipient,"" and together, the ""Recipients""), is receiving confidential disclosure of certain confidential or proprietary technical, business, operational, financial and/or commercial information, trade secret information and/or any information of the other designated as ""Confidential"", ""Proprietary"" or by similar designation, or which under the circumstances surrounding disclosure ought to be treated as confidential (""Confidential Information"") for the purpose of exploring, establishing, performing or carrying out a contractual business relationship for the production by the Producer of the Commercial and/or other commercial productions for the Client (collectively and severally, the ""Transaction"")."
['inclusion of verbally conveyed information'],"Confidential Information can be in any form (e.g. electronic, digital, analog, hard copy or oral)."
"['sharing with third-parties', 'sharing with employees', 'limited use']","Confidential Information may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients may only disclose the Confidential Information to those of its contractors, vendors, directors, officers, advisors, agents and employees (""Representatives"") who need to know such Confidential Information for the purpose of evaluating, performing or carrying out or producing the Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the confidentiality of the Confidential Information in a manner consistent with this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']",The obligations of confidentiality in this Agreement do not extend to any item of Confidential Information which
['permissible acquirement of similar information'],"(ii) is lawfully received by a Recipient from a third party not known to the Recipient to be under a similar confidential agreement to this Agreement or under obligation of confidentiality to the Discloser,"
['permissible development of similar information'],(iv) was generated independently by the receiving Recipient without reliance on Confidential Information (as proven by supporting documentation evidencing such independent generation) or
['notice on compelled disclosure'],"If the Recipient receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or governmental body, Recipient agrees to"
['notice on compelled disclosure'],"(i) immediately notify the Discloser of the existence, terms and circumstances surrounding such a request, so that the Discloser may seek an appropriate protective order or other reliable written assurance that confidential treatment will be accorded to Confidential Information, and"
['permissible post-agreement possession'],"The Recipient and its Representatives shall not retain any copies, extracts or other reproductions, in whole or in part, of such written or electronic material, except as may be needed to comply with applicable law and, provided that Recipient may retain one copy of Confidential Information in its confidential files for use only in the event a dispute arises between the Parties hereunder and only in connection with that dispute."
['no licensing'],"Nothing in this Agreement is intended to grant any rights to the Recipient in any copyrights or other intellectual property of the Discloser, nor shall this Agreement grant any Party any proprietary rights in or to the Confidential Information of the other Party."
['explicit identification'],"1. ""Confidential Information"" means information that relates to the purpose stated in Section 2 below that has been designated as proprietary by the disclosing party with an appropriate conspicuous stamp or legend on the document exchanged or, although not related to such purpose, is nevertheless disclosed, and that should reasonably have been understood by the Recipient, because of appropriate and conspicuous legends or other markings, to be proprietary and confidential to the Owner, an Affiliate of the Owner or to a third party."
['inclusion of verbally conveyed information'],"Confidential Information may be disclosed in written or other tangible form (including magnetic media) or by oral, visual or other means."
['limited use'],"2. Confidential Information disclosed hereunder is intended to be used for the purpose of discussing the following general business opportunities: (the ""Purpose"")."
"['sharing with third-parties', 'sharing with employees']",The Recipient may disclose Confidential Information received hereunder to
"['sharing with third-parties', 'sharing with employees']","(i) its Affiliates, to its employees and agents, and its Affiliates’ employees and agents, who have a need to know the Confidential Information, and who agree to protect the Confidential Information from unauthorized use and disclosure."
['limited use'],Confidential Information shall be used solely for the Purpose and shall not otherwise be disclosed to any third party without the prior written consent of the Owner.
['permissible development of similar information'],(c) developed by the Recipient independently of and without reference to any of the Owner’s Confidential Information or other information that the Owner disclosed in confidence to any third party and there is tangible evidence to support such independent development;
['permissible acquirement of similar information'],(d) rightfully obtained by the Recipient from third parties authorized to make such disclosure without restriction; or
['notice on compelled disclosure'],"5. In the event the Recipient is required by law, regulation or court order to disclose any of the Owner’s Confidential Information, the Recipient will promptly notify the Owner in writing prior to making any such disclosure in order to facilitate seeking a protective order by the Owner or other appropriate remedy from the proper authority."
['return of confidential information'],"All such Confidential Information in tangible form shall be returned to the Owner promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by the Recipient, its Affiliates, or any employees or independent contractors of the Recipient or its Affiliates."
['no licensing'],"7. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement."
['limited use'],"9. Each party agrees to protect Confidential Information received from the other by exercising, at a minimum, the same level of care it uses to protect its own confidential information and agrees that it will"
['limited use'],(a) use such Confidential Information only for the purposes of this Agreement;
['confidentiality of agreement'],"10. Except as may be required by law or to enforce the terms hereof, neither Party shall disclose the existence or terms of this Agreement, or the substance of any discussions or negotiations covered by this Agreement."
"['explicit identification', 'inclusion of verbally conveyed information']","CI means Discloser’s non-public written information, in any form, and all copies, summaries and extracts which is identified in writing as confidential at the time of disclosure, and any information disclosed in non-tangible form that is identified as confidential at the time of disclosure and summarized in a writing labelled as ""confidential"" delivered to Recipient within 15 days after disclosure."
"['permissible development of similar information', 'permissible acquirement of similar information']",CI does not include information that
['permissible acquirement of similar information'],"(C) becomes known to Recipient, free of any confidentiality obligations, from a source other than Discloser, or"
['permissible development of similar information'],(D) is independently developed by Recipient without use of CI.
"['sharing with third-parties', 'sharing with employees']","Recipient will not reproduce, use, disseminate, or disclose CI to any person or entity, except to its employees and authorized representatives (i.e., temporary employees, consultants, and contractors) who need to know the CI to further the Purpose and are bound by confidentiality obligations at least as restrictive as this NDA before having access to the CI."
['no reverse engineering'],"Recipient will not modify, reverse engineer, create other works from, or disassemble any software programs contained in the CI without Discloser’s prior written consent."
['notice on compelled disclosure'],Recipient may disclose CI
['notice on compelled disclosure'],"(B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that Recipient promptly notifies Discloser upon receipt of the disclosure order and requests confidential treatment of any affected CI."
['no licensing'],"Unless expressly set forth in this NDA, Recipient does not receive any license or intellectual property rights to Discloser’s CI."
"['permissible development of similar information', 'permissible acquirement of similar information']",Each party agrees that Recipient
"['permissible development of similar information', 'permissible acquirement of similar information']","(A) may independently develop and acquire software, hardware, and other technology for its own products, services, and processes, and that having access to Discloser’s CI does not prohibit Recipient from freely developing or acquiring similar products without obligation to Discloser; and"
['survival of obligations'],"However, all CI provided under this NDA will remain subject to the terms of this NDA."
"['explicit identification', 'inclusion of verbally conveyed information']","""Confidential Information"" means confidential and proprietary information (regardless of whether such Confidential Information is in written, oral, visual or electronic form)"
['explicit identification'],"(c) that is marked as confidential, proprietary or privileged by the disclosing party."
['limited use'],The receiving party is entitled to use the Confidential Information of the disclosing party solely for the purpose of quoting and manufacturing products for Champion.
['confidentiality of agreement'],No public announcement or disclosure of the purpose set forth in this Agreement is to be made by either party unless such announcement has been approved by both parties.
['sharing with employees'],The receiving party shall exercise the same degree of care and protection with respect to the Confidential Information of the disclosing party that it exercises with respect to the protection of its own confidential information of a similar nature but not less than a reasonable degree of care and shall prevent disclosure of the Confidential Information to anyone except to those of its employees that have a need to know such information solely in connection with the permitted use as set forth in Section 2 and who shall be required to observe the restrictions set forth in this Agreement.
['limited use'],Confidential Information shall be used by the receiving party only for the purpose set forth in Section 2 of this Agreement and for no other purpose whatsoever.
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",The obligation of confidentiality set forth in this Agreement shall not apply to any information that:
['notice on compelled disclosure'],"(b) is required to be disclosed by the receiving party by final order of a court of competent jurisdiction or law, regulation or rule of a self-regulatory body; provided, however, that prior to such disclosure by the receiving party, the receiving party shall provide written notice of such order or requirement to the disclosing party and allow the disclosing party a reasonable opportunity to secure confidential treatment of any information by such court or appropriate government agency, if applicable, and the receiving party shall cooperate with the disclosing party in such effort;"
['permissible development of similar information'],(d) was independently developed by the receiving party as evidenced by its records without use of the Confidential Information; or
['permissible acquirement of similar information'],(e) is lawfully received without restriction from a third party who is not bound by any obligation of confidentiality.
['no licensing'],All Confidential Information shall remain the sole and exclusive property of the disclosing party.
['return of confidential information'],The receiving party agrees to immediately return and to deliver all originals and copies of any Confidential Information in its possession or subject to its control to the disclosing party at the address first written above upon the first to occur of the following: termination or expiration of this Agreement; or completion of or termination of the purpose set forth in Section 2 of this Agreement.
['inclusion of verbally conveyed information'],"""Confidential Information"" means any information of a confidential nature relating to the Disclosing Party or a member of its Group disclosed (whether before or after the date of this Agreement and whether in writing, verbally or by any other means and whether directly or indirectly) by the Disclosing Party or by another person on behalf of the Disclosing Party to the Receiving Party or to another person on behalf of the Receiving Party including, without limitation, any information relating to the Purpose or to the Disclosing Party's products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunities and business affairs;"
['limited use'],2.2 not to use the other party's Confidential Information except for the Purpose;
"['sharing with third-parties', 'sharing with employees']","4.1.2 to its employees, professional advisors, authorised representatives, potential underwriters or sub contractors to the extent that disclosure is necessary or desirable for the Purpose;"
['notice on compelled disclosure'],"4.1.3 where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory body provided that the Receiving Party shall give to the Disclosing Party not less than two business days’ notice of such disclosure; or"
['permissible acquirement of similar information'],5.3 which the Receiving Party obtains or has available from a source other than the Disclosing Party without breaching any obligation of confidentiality;
['no licensing'],No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement.
"['survival of obligations', 'permissible post-agreement possession']",(a) any minutes of meetings of their Board which reflect or have been generated from any part of the other party’s Confidential Information; and
"['survival of obligations', 'permissible post-agreement possession']","(b) a document to the extent a party is required to do so by law or a competent judicial governmental, supervisory or regulatory body; and"
"['survival of obligations', 'permissible post-agreement possession']","(c) a copy of any document to the extent that this is required for the purpose of the relevant party's own internal records,"
['survival of obligations'],but the obligations in Clauses 3 and 4 of this Agreement shall continue to apply.
['confidentiality of agreement'],Neither party shall disclose or announce the Purpose to another person without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except to the extent that such disclosure or announcement is required as specified in Clause 9.2
['limited use'],"During the course of the proposed discussions, the Parties anticipate that the Disclosing Party will disclose Confidential Information to the Receiving Party, which the Parties agree shall be used solely for the purpose of evaluating the Transaction."
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","For purposes of this Agreement, ""Confidential Information"" shall include, without limitation, any information or other data relating to the Disclosing Party or any of its Affiliates, which is disclosed to the Receiving Party, whether prior to the conclusion of this Agreement, in terms of this Agreement or otherwise in connection with this Agreement or the Transaction (including but not limited to the Transaction itself and any negotiations in relation to the Transaction), including this Agreement, its contents and the negotiations leading up to the conclusion of this Agreement -"
['inclusion of verbally conveyed information'],"2.3.1 in whatever format whether written, oral or graphic, recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise howsoever) which is intended or by its nature could reasonably be expected to be confidential, which is disclosed or communicated to the Receiving Party by the Disclosing Party, its Affiliates or any of their respective employees, representatives, officers, directors and advisers, or which otherwise comes to the knowledge of the Receiving Party, by whatever means, before or after the date on which this Agreement is signed by the last Party signing it (""Signature Date""); and"
"['sharing with third-parties', 'sharing with employees', 'limited use']","Accordingly, the Receiving Party hereby undertakes to the Disclosing Party that, for as long as this Agreement remains in force, it will (and it will procure that its employees, officers, directors, representatives, advisers and any Affiliate to which it discloses the Confidential Information will) –"
['limited use'],"4.2.3 not use, exploit or in any other manner whatsoever apply or reproduce the Confidential Information except to the extent required to achieve the Purpose;"
"['sharing with third-parties', 'sharing with employees']","4.2.4 not divulge or permit access to the Confidential Information to any person except to those of its employees, officers, directors, representatives, advisers and Affiliates who have a specific need to know such information in relation to the Transaction."
['notice on compelled disclosure'],"Should the Receiving Party or any of its employees, officers, directors, representatives, advisers or Affiliates be obliged by any law, or a valid order of any court of competent jurisdiction or government authority acting with the powers granted to it in law, to disclose any Confidential Information of the Disclosing Party to any third party, the Receiving Party shall, prior to making any such disclosure –"
['notice on compelled disclosure'],"4.5.1 immediately notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such request, so that the Disclosing Party may seek an interdict or other appropriate remedy to limit the scope of any such disclosure;"
['limited use'],"The Receiving Party shall ensure that its employees, officers, directors, representatives, advisers and Affiliates which may gain access to the Confidential Information of the Disclosing Party are bound not to -"
['limited use'],4.7.2 use the Confidential Information otherwise than as may be strictly necessary in relation to the Transaction.
"['permissible development of similar information', 'permissible acquirement of similar information']",The undertakings set out in 4 shall not apply to Confidential Information which the Receiving Party is able to prove –
['permissible acquirement of similar information'],"5.3 was lawfully received by the Receiving Party from a third party acting in good faith, having a right of further disclosure and who did not derive the same directly or indirectly from the Disclosing Party; or"
['permissible development of similar information'],"5.4 is independently developed by the Receiving Party without the benefit of the Confidential Information,"
['no solicitation'],"The Receiving Party agrees that, save as contemplated in any definitive transaction agreement concluded between the Parties for purposes of the Transaction, it will not, for a period of 24 months after the Signature Date, directly or indirectly, and on its own behalf or on behalf of any other person, encourage, entice, induce or persuade any person -"
['no solicitation'],"7.1 who is, as at the Signature Date or during the course of the Parties discussions relating to the Purpose, in the employ of the Disclosing Party or its Affiliates; and"
['no solicitation'],"7.2 with whom the Receiving Party has had or may have had any contact in relation to the Confidential Information or whose name and/or any other details are included in the Confidential Information,"
['no solicitation'],"to terminate such employment, nor shall it encourage or support any of its Affiliates to do so."
['survival of obligations'],"9.3 Notwithstanding the termination or cancellation of this Agreement for any reason whatsoever, the confidentiality undertakings set out in this Agreement (and in particular 4) shall survive any such termination or cancellation."
['permissible acquirement of similar information'],"1.1.1.2 the Receiving Party obtained on a non-confidential basis from a third party who is not, to the Receiving Party’s knowledge or belief, bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party;"
['permissible development of similar information'],1.1.1.4 was independently developed without access to the Confidential Information;
['inclusion of verbally conveyed information'],"""Information"" means all information of whatever nature, however conveyed and in whatever form, including in writing, orally, by demonstration, electronically and in a tangible, visual or machine-readable medium (including CD-ROM, magnetic and digital form);"
['limited use'],2.1.5 not use or exploit any of the Confidential Information for any purpose whatsoever other than the Permitted Purpose; and
['notice on compelled disclosure'],"The Receiving Party and each Receiving Party Authorised Person shall be entitled to disclose Confidential Information to the extent that it is required to do so by applicable law or by order of a court or other public body that has jurisdiction over the Receiving Party or Receiving Party Authorised Person, provided that Clause 4 shall apply to disclosures required under the FOIA or the EIRs."
['notice on compelled disclosure'],3.3.1 notify the Disclosing Party in writing of the proposed disclosure as soon as possible (and if possible before the court or other public body orders the disclosure of the Confidential Information); and
['permissible post-agreement possession'],"5.1.1 subject to Clause 5.2, at the Receiving Party’s option, securely destroy or return and provide to the Disclosing Party documents and other tangible materials that contain any of the Confidential Information within the Specified Scope, including in any case all copies of the relevant documents and other materials made by the Receiving Party and any Receiving Party Authorised Person;"
['permissible post-agreement possession'],"5.1.2 subject to Clause 5.2, ensure, so far as reasonably practicable, that all Confidential Information within the Specified Scope that are held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Receiving Party or Receiving Party’s Authorised Person) from any computer, word processor, voicemail system or any other device containing such Confidential Information; and"
['permissible post-agreement possession'],"The provisions of Clauses 5.1.1 and 5.1.2 shall not apply to the extent that the Receiving Party or Receiving Party Authorised Person is required to retain any such Confidential Information by any applicable law, rule or regulation or requirement of any competent judicial, governmental, supervisory or regulatory body or for the purposes of any audit."
['survival of obligations'],"5.3 Following any destruction or return of Confidential Information to the Disclosing Party pursuant to Clause 5.1, the Receiving Party’s obligations under this Agreement shall otherwise continue in force without limit of time."
['no licensing'],"The Receiving Party acknowledges and agrees that all property, including intellectual property rights, in Confidential Information disclosed to it by the Disclosing Party shall remain with and be vested in the Disclosing Party or relevant member of the Disclosing Party Group."
['no licensing'],6.2.1 to grant the Receiving Party any licence or rights other than as may be expressly stated in this Agreement;
['limited use'],By signing this agreement the Bidder is stating that it will keep all Confidential Information (as defined in paragraph 4) in strict confidence and only use the Confidential Information on the Project identified herein.
"['sharing with third-parties', 'notice on compelled disclosure', 'sharing with employees']","The Bidder shall not publish, or make and/or retain copies or disclose to any third party, any Confidential Information furnished to the Bidder except to such extent as may be necessary to carry out the Bidder’s duties under this agreement and except to the extent that disclosure is required by judicial process in a legal proceeding, in which event Bidder will provide to the County notice of the request or demand to disclose Confidential Information."
"['return of confidential information', 'none-inclusion of non-technical information']","Within ten (10) days after award and/or completion of the IFB, or upon demand by the County, all Confidential Information, including all photographs, sketches, models, and drawings related to the design, layout and operation of said project shall be destroyed and files deleted from all of the Bidder’s web sites and electronic devices (including but not limited to computers, cellular phones, etc.)."
['return of confidential information'],The successful Bidder shall destroy all Confidential Information within ten (10) days after final Project completion.
"['permissible development of similar information', 'permissible acquirement of similar information', 'limited use']","A. ""Confidential Information"" as outlined herein shall be used in strict confidence solely for the purpose allotted under this agreement and shall not be disclosed by the Bidder, its employees, partners, subcontractors, agents, or clients to a third party without the prior written consent of the County with the exception of the following;"
['permissible acquirement of similar information'], It is learned from or becomes publicly disclosed by a source with legal right to use and disclose same
['permissible development of similar information'], It is identical to information which was developed by the receiving party independently of any Confidential Information received from the other party.
['none-inclusion of non-technical information'],"B. Confidential Information means all information relating to the design, layout and operation of said Project."
['inclusion of verbally conveyed information'],"1. ""Confidential Information"" shall mean all information, whether communicated in oral, written, electronic or other form, furnished by BOMI or prepared by Attendee during the Testing Period, including, but not limited to, answers and notes made by Attendee during the Testing Period, any test questions and answers, any accompanying Test materials and like information, and any and all other Test information of, or provided by, BOMI."
"['survival of obligations', 'limited use']","Without BOMI’s prior written consent, which may be given or withheld by BOMI in its sole and absolute discretion, Attendee will not at any time, whether during or after the Testing Period,"
['survival of obligations'],"(a) disclose any Confidential Information to any third party nor give any third party access thereto, nor"
"['survival of obligations', 'limited use']",(b) use any Confidential Information except as required in taking the Test.
['return of confidential information'],6. Attendee acknowledges that all
['return of confidential information'],"Test documents, materials, drawings, and other physical media of expression incorporating or containing any Confidential Information that BOMI furnishes to Attendee, or that Attendee prepares during the Testing Period, are BOMI’s property and will be promptly surrendered to BOMI upon the completion of the Testing Period."
['return of confidential information'],"After the completion of the Testing Period, Attendee will make no further use of any of the Confidential Information."
['survival of obligations'],"8. To the fullest extent permitted by law, all of the covenants and agreements contained in this Agreement will survive indefinitely."
['survival of obligations'],"Attendee also understands that the obligation not to use or disclose Confidential Information shall survive the completion of Testing Period, for so long as the information remains Confidential Information."
['explicit identification'],"1. ""Confidential Information"" is defined as any device, graphics, written information, or information in other tangible forms that is disclosed by a disclosing party to a receiving party, for the aforesaid purposes that relates to the above-identified subject area, and that is marked at the time of disclosure as being ""Confidential"" or ""Proprietary"" or with words of similar import."
"['explicit identification', 'inclusion of verbally conveyed information']","Information disclosed orally or visually and identified at that time as ""Confidential"" shall be considered ""Confidential Information"" if it is reduced to tangible form, marked ""Confidential,"" and transmitted to the receiving party within thirty (30) days after the oral or visual disclosure."
['survival of obligations'],"2. Unless otherwise expressly authorized by the disclosing party, the receiving party agrees to retain the ""Confidential Information"" in confidence for a period of three (3) years from the date of receipt of the ""Confidential Information"" or until such time as the information no longer qualifies as ""Confidential Information"" under Paragraph 3."
['limited use'],"During this period the receiving party shall not disclose the received ""Confidential Information"" to any third party, and shall not use the received ""Confidential Information"" for any purpose other than the aforesaid purposes."
['sharing with employees'],"The receiving party further agrees to use the same degree of care, but no less than a reasonable degree of care, with any ""Confidential Information"" as it would with its own confidential information, and to limit dissemination of the ""Confidential Information"" to such of its employees who have a need to know of the ""Confidential Information."
['permissible acquirement of similar information'],"(c) Is, or becomes, rightfully possessed by the receiving party without any obligation restricting disclosure and without breach of this Agreement; or"
['permissible development of similar information'],(d) Is independently developed by the receiving party without breach of this Agreement; or
['survival of obligations'],"Notwithstanding termination or expiration, all obligations of confidentially shall survive and continue to bind the receiving parties for the period set forth in Section 2."
['no licensing'],"6. No license, express or implied, in the information disclosed is granted to either party other than to use the information in the manner and to the extent authorized by the Agreement."
['confidentiality of agreement'],8. The existence of this Agreement and/or the nature of the business conducted between the parties shall not be disclosed at any time by any party(ies) without the prior written permission of the other party.
"['explicit identification', 'inclusion of verbally conveyed information']","For the purposes of this non-disclosure agreement, the term 'confidential information' means information which is designated as 'confidential' or – where communicated orally – is designated as confidential or referred to similarly when communicated."
['inclusion of verbally conveyed information'],"The term 'confidential information' includes, but is not limited to, all documents, drawings, data, subjects, information, records, knowhow, protected rights, inventions, ideas, concepts, knowledge, technology, design, specifications, including dimensions, tolerances, materials and connections, blueprints, diagrams, software, improvements, production procedures, production processes, formulae, all documents and information concerning the company, in particular administrative and commercial facts and details concerning customers, products, suppliers and other business partners and any and all documents and information insofar as it relates to the collaboration proposed which is disclosed during the term of the contract and is accessible only to a limited circle of persons or where the DISCLOSER intends that it should only be available to a limited circle of persons, however that information may be disclosed, e.g. in writing, orally, by telephone, encoded, presented in graphic form, etc. and whatever the media and recording process used, e.g. optically, electronically or magnetically."
['inclusion of verbally conveyed information'],"3. The DISCLOSEE agrees to keep any and all written, electronic and oral information and models conveyed or made available to it directly or indirectly in the course of the collaboration strictly in confidence and not to disclose it or make it available to any third party without the DISCLOSER's consent in writing."
['limited use'],4. The DISCLOSEE also agrees not to use the confidential information other than for the purpose as provided herein and not to use that information commercially in any way without the DISCLOSER's consent in writing.
['sharing with employees'],5. The DISCLOSEE may not make confidential information available within its enterprise or organisation other than to staff who necessarily require it to perform their duties.
['no licensing'],"6. No licence, user or similar rights to any patent, patent application or knowhow may be deduced from this agreement, either directly or indirectly."
['no licensing'],"8. Any and all confidential information, including any and all protected and other rights created and/or produced in connection with the confidential information provided, no matter when or by whom, are the property of Fronius."
['no licensing'],"The DISCLOSEE cannot deduce any rights from knowing the information and knowhow the DISCLOSER provides in respect of applying for protected rights against the DISCLOSER, particularly in terms of prior use."
['no reverse engineering'],Models sent must not be analysed.
"['sharing with third-parties', 'sharing with employees']","2. The Recipient shall be entitled to disclose the Confidential Information to its employees, contractors and advisers and Group Parties, provided that the Recipient will ensure that any such employee, contractor or adviser or Group Party has a legal obligation to keep the Confidential Information confidential which, in the case of employees, contractors or advisers, shall be both during and after their current employment or engagement, on terms no less strict than this Agreement."
['no licensing'],a. All Confidential Information acquired by either Party from the other Party shall be and shall remain the exclusive property of the disclosing Party or the member of its group providing it;
['sharing with employees'],"c. To limit access to such Confidential Information to authorised individuals (the ""Permitted Personnel"") who have a need to know the Confidential Information in order for the Party to participate in the Matter."
['limited use'],"e. To use such Confidential Information only for purposes of work, services or analysis related to the Matter and for other purposes only upon such terms as may be agreed upon between the Parties in writing; and"
['survival of obligations'],"g. The obligations of each of the Parties with respect to Confidential Information shall extend for a period of three (3) years following the date of disclosure of that Confidential Information; provided, however, that confidentiality obligations herein shall survive for a period of three (3) years from the date of termination of this Agreement; and"
['no licensing'],"h. Neither disclosure of Confidential Information, nor this Agreement shall be construed as"
['no licensing'],"(iii) granting to either Party any rights by license or otherwise, express or implied, under any patent, copyright, trademark, trade secret or other intellectual property right now or hereafter obtained or licensable by the other Party, or"
['permissible acquirement of similar information'],"a. As shown by reasonably documented proof, was in the other’s lawful possession without restriction on use or disclosure prior to receipt thereof from the disclosing Party; or"
['notice on compelled disclosure'],"d. Is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to any disclosure pursuant to this subsection, the Party receiving the request for the information shall notify the disclosing Party and provide them with an opportunity to participate in objecting to production of the Confidential Information; or"
['permissible development of similar information'],e. Was developed by the receiving Party independently from and without the developing person(s) having access to any of the Confidential Information received from the other Party; or
['no licensing'],"8. The Recipient acknowledges that all Intellectual Property Rights in the Confidential Information vest in the Discloser and the Recipient further acknowledges that it shall have no rights in respect of the copyright, trade marks (registered or unregistered) or the other Intellectual Property Rights in the Confidential Information by virtue of a disclosure thereof to it."
['inclusion of verbally conveyed information'],"""Confidential Information"" means any and all information and know-how that the Discloser and/or its Group Parties and/or its agents may from time to time disclose to the Recipient or the Recipient’s"
['inclusion of verbally conveyed information'],"Group Parties during the course of the Matter or which otherwise becomes known to the Recipient either during the course of the Matter or during the course of any previous discussions, negotiations or relationship with the Discloser in relation to the Matter, whether orally, in writing, digitally, in the form of machine readable code or embodied in hardware or any other physical medium which relates to the business, including but not limited to the business plan of the Discloser or their Group Parties, data, know-how, designs, illustrations, drawings, photographs, illustrations, notes, memoranda, terms of business, financial information, financial projections, financial records, customers and suppliers, sales and marketing information, spreadsheets, specifications, technical information and computer software of the Discloser and/or its Group Parties;"
['inclusion of verbally conveyed information'],"d. The SOW documents (including all attachments), their content, and all supporting data, materials and all other information provided to Company in any form or medium in relation to the AOC’s RFP process;"
['inclusion of verbally conveyed information'],"f. Any information, data, document or material provided to Company in any form or medium to conduct any capability test pilot or demonstration, whether at the Company’s facilities or the AOC’s facilities;"
['inclusion of verbally conveyed information'],"k. Any and all other information, data or materials that Company receives access to or obtains in connection with onsite visits, meetings or in any other forms of communication whether oral or written with AOC personnel and contractors; and"
['sharing with employees'],"Company agrees that access to the Confidential Information shall be given by it only to those of its employees who have a need to know to engage in the business relationship contemplated by this Agreement and who have signed a non-use and non-disclosure agreement in content at least as protective of the Confidential Information as the provisions hereof, prior to any disclosure of the Confidential Information to such employees."
['limited use'],"(i) use any portion of the Confidential Information for any purpose except to evaluate the RFP, including assessment of each Statement of Work under the RFP, in order to prepare its response to the RFP or"
"['permissible development of similar information', 'permissible acquirement of similar information']","(ii) disclose the Confidential Information or any part of it to any third party without the prior written consent of the AOC; provided, however, that Confidential Information shall not include any information of the AOC that:"
['permissible acquirement of similar information'],(c) is received from a third party free to disclose it to Company;
['permissible development of similar information'],"(d) is independently developed by the Company without use of or reference to the Confidential Information, as shown by documents and other competent evidence in the Company’s possession; or"
['notice on compelled disclosure'],"Nothing in this Agreement shall prevent the Company from disclosing Confidential Information to the extent the Company is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that Company gives the AOC prompt written notice of such requirement before making such disclosure and Company gives the AOC an adequate opportunity and assistance to interpose an objection or take action to assure confidential handling of such Confidential Information."
['no licensing'],"4. All Confidential Information, and any Derivative of it, whether created by the AOC or Company, remains the property of the AOC and no license or other rights to Confidential Information is granted to Company."
['no licensing'],"6. Nothing in this Agreement is intended to grant any rights to either party under any patent or copyright rights, nor shall this Agreement grant to any rights in or to the Confidential Information, except as expressly set forth herein."
['survival of obligations'],14. This Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Company.
['survival of obligations'],"Notwithstanding any such termination, all rights and obligations hereunder shall survive with respect to Confidential Information disclosed prior to such termination."
"['inclusion of verbally conveyed information', 'sharing with third-parties', 'sharing with employees']","1. Subject to the limitations set forth herein, ""Confidential Information"" means any and all confidential, proprietary or trade secret information of Disclosing Party (whether oral, written, electronic or otherwise), including but not limited to marketing and sales data, customer lists, customer requirements, price lists, product and service lists, market studies, financial statements, business plans, the names and backgrounds of key personnel, research and development, service methods, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information, and all related notes, analyses, compilations, studies, specifications, designs, plans, enhancements, data of Disclosing Party and any notes or other materials prepared by Receiving Party or any of its partners, directors, officers, employees, agents, contractors, affiliates, attorneys and other advisors or representatives (collectively, ""Representatives"") that contain or are generated from such information."
"['sharing with third-parties', 'sharing with employees']",(a) only disclose such Confidential Information to those of its Representatives with a need to have access to and knowledge of the Confidential Information for the limited purpose expressly stated herein and not disclose to any other person except with the prior written approval of Disclosing Party;
['limited use'],"(d) use, and require its"
['limited use'],"Representatives to use, the Confidential Information only for the purpose expressly stated herein; provided that nothing in this Agreement is intended to limit or prevent either Party from continuing to operate its business in the ordinary course, including conducting business with any person who happens also to be a customer or vendor of the other Party."
['permissible development of similar information'],(c) can verifiably be shown to have been developed by Receiving Party or its Representatives independently of any Confidential Information of Disclosing Party; or
['permissible acquirement of similar information'],"(d) is disclosed by a third party, which disclosure does not violate any obligation of confidentiality."
['notice on compelled disclosure'],"4. Receiving Party may disclose the Confidential Information of Disclosing Party pursuant to a valid order issued by a court or governmental agency; provided that Receiving Party only discloses that portion of the Confidential Information that is specifically required by the order, and further provided that Receiving Party provides Disclosing Party with:"
['notice on compelled disclosure'],"(a) prior written notice of such order, and"
['no licensing'],7. All Confidential Information shall remain the exclusive property of Disclosing Party unless such Confidential Information is sold by Disclosing Party to Receiving Party.
['no licensing'],"Nothing contained in this Agreement shall be construed as granting or conferring to Receiving Party or any of its Representatives any rights by license or otherwise in any Confidential Information, or under any trademark, patent, patent application, design work, copyright, trade secret or any other property right now owned or hereafter owned or controlled by Disclosing Party."
['permissible post-agreement possession'],"Provided, however, that Receiving Party and its Representatives may retain copies of Confidential Information, subject to the restrictions on use and disclosure contained in this Agreement, in accordance with their respective internal record retention policies for legal, compliance or regulatory purposes or to establish the rights of Receiving Party and its Representatives under this Agreement."
['confidentiality of agreement'],"10. Each Party hereto agrees, and shall cause its Representatives, not to announce or disclose to any third person its participation in discussions with the other party concerning the matters contained in this Agreement without the advance written consent of the other Party."
['survival of obligations'],14. All obligations of Receiving Party with respect to any Confidential Information received from Disclosing Party under the terms of this Agreement shall survive and continue for five (5) years after the date of the last disclosure of Confidential Information by Disclosing Party.
"['explicit identification', 'inclusion of verbally conveyed information', 'sharing with third-parties', 'sharing with employees']","B. ""Delivering Party"" has furnished, is furnishing, or will be furnishing, either directly or indirectly through a representative, to the other party (""Receiving Party"") or to the Receiving Party’s representatives, including without limitation, any agents, brokers, lender, appraisers, escrow, professional advisors, consultants, affiliates, officers, directors, partners, shareholders, accountants, legal counsel and employees (collectively, ""Representatives"") of the Receiving Party, certain information, in whatever form or by whatever mode or medium whatsoever, about the Delivering Party, the Delivering Party’s Property or the Delivering Party’s Business, which, at the time of such delivery, was, is or will be identified as confidential information because it is either nonpublic, confidential or proprietary in nature."
['inclusion of verbally conveyed information'],"SuchF information provided, whether provided in documentary, oral, visual, electronic, tangible or any other form, including without limitation, in the form of designs, sketches, drawings, photographs, videotapes, specifications, blueprints, plans, studies, findings, computer printouts, computer disks, documents, memoranda, reports, notebooks, manuals, notes, contracts, correspondence, files, lists and other records, and the like, and all photocopies or other reproductions, together with any analysis, compilations, forecasts, studies, reports or other documents or information prepared, developed or concluded by the Receiving Party or its Representatives, which contains, is derived from, or otherwise reflects such information about the Property or the Business, as the case may be (""Work Product""), is hereinafter collectively referred to as the ""Information""."
"['explicit identification', 'inclusion of verbally conveyed information']","Non-tangible information will be Information only to the extent that it is first disclosed in non-tangible form and is orally identified at the time of disclosure as confidential information and is summarized in tangible form conspicuously marked as ""confidential information"" and delivered to Receiving Party in such tangible form within thirty (30) days of the original disclosure."
['limited use'],"Accordingly, the parties wish to ensure that the Information provided by the Delivering Party will only be disclosed or used in strict accordance with the provisions of this Confidentiality Agreement."
['permissible acquirement of similar information'],"(3) The Receiving Party can show becomes or became available to the Receiving Party on a non-confidential basis from a source lawfully in possession of such Information (other than the Delivering Party or a Representative of the Delivery Party) which is not, to the knowledge of the Receiving Party, in breach of any agreement or prohibited from disclosing such Information to Receiving Party by a legal, contractual or fiduciary obligation to the Delivering Party; OR"
['permissible development of similar information'],(4) Receiving party can show was independently developed by the Receiving Party entirely without reference to or under any further investigation of the Information.
"['sharing with third-parties', 'sharing with employees']","The Receiving Party agrees to reveal the Information only to those Representatives who need to know the Information for the purpose of the consideration, contemplation and evaluation of the Transaction and who are informed by the Receiving Party of the confidential nature of the Information."
"['return of confidential information', 'permissible post-agreement possession']","All copies of the Information, in documentary or other tangible form, shall be returned to the Delivering Party immediately upon the earlier to occur of:"
['return of confidential information'],(i) the abandonment of the Transaction; or
['permissible post-agreement possession'],"(ii) the written request of the Delivering Party; provided, however, that the Receiving Party may retain the Receiving Party’s Work Product, and any Information which it is required to retain pursuant to law, regulation, government regulatory authority, court order or legal process, as determined by the reasonably supported written opinion of its legal counsel, an original of which legal opinion shall be delivered to the Delivering Party (""Retained Information"")."
['survival of obligations'],"The Retained Information shall be held by the Receiving Party, and kept confidential in strict accordance with the terms of this Confidentiality Agreement, or shall be destroyed, unless the Receiving Party is prohibited from destroying it."
['survival of obligations'],Any and all oral Information shall continue to be held in strict accordance with this Confidentiality Agreement.
['notice on compelled disclosure'],"E. COMPELLED DISCLOSURE: In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Information pursuant to this Confidentiality Agreement, becomes legally compelled to disclose any of the Information, the Receiving Party shall provide the Delivering Party with prompt Notice so that the Delivering Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement."
['no licensing'],"The provisions of this Confidentiality Agreement shall not be deemed by implication or otherwise to grant or convey to Receiving Party or its Representatives, any license or similar ownership right, title or interest in and to any Information."
"['explicit identification', 'inclusion of verbally conveyed information']","(b) ""ConfidentialInformation"" means all information, whether visual, written, electronic or ​ ​ ​"
['inclusion of verbally conveyed information'],"oral, (including any information furnished prior to the execution of this Agreement) related to the products, services, technology, business, customers, working capital, affairs, assets, condition (financial or otherwise) or prospects of a Disclosing Party which is furnished by such Disclosing Party, or otherwise disclosed by such Disclosing Party, to a Receiving Party in connection with the consideration and evaluation of the Transaction (including, without limitation, samples, compounds and ingredients thereof, prototypes, formulae, technical know how, technical data, financial information, payment terms, performance data, product specifications and customer and/or supplier information) and all reports, analyses, compilations, data, studies and other materials (in whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Receiving Party containing or reflecting such furnished information."
['explicit identification'],All such Information shall be identified as confidential and/or proprietary in accordance with the following:
['explicit identification'],"(i) in the case of written or electronic information, such Information shall be identified at the time of disclosure with an appropriate legend, marking, stamp, or positive written identification on the face thereof or by an accompanying written statement;"
['explicit identification'],"(ii) in the case of visual information, such Information shall be identified as confidential at the time of disclosure or as soon thereafter as is reasonably practicable; and"
['explicit identification'],"(iii) with respect to oral information, such information shall be reduced to written or language form, marked as confidential with an appropriate legend, marking, stamp, or positive written identification, and transmitted to the Receiving Party within thirty (30) days following the oral disclosure."
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Confidential Information"" does not include information"
['permissible acquirement of similar information'],(ii) which is or becomes known or available to the Receiving Party on a non-confidential basis and not in contravention of applicable law from a source (other than the Disclosing Party) which has represented to the Receiving Party (which the Receiving Party has no reason to disbelieve after due inquiry) that it is entitled to disclose it to the Receiving Party on such basis or
['permissible development of similar information'],(iii) which a Receiving Party can prove
['permissible development of similar information'],(2) was developed by the Receiving Party independently of any Information received from the Disclosing Party and without otherwise violating any of the terms of this Agreement.
"['sharing with third-parties', 'sharing with employees']","(f) ""Representatives"" means all Persons acting on behalf of a specified Party or its Affiliates, including without limitation, its directors, officers, lenders, employees, agents, representatives, financial advisors, attorneys, accountants, consultants, reserve and valuation and other experts."
['limited use'],"(a) Each Receiving Party shall keep all Confidential Information it receives or obtains from a Disclosing Party confidential and shall not, without the prior written consent of the Disclosing Party, disclose such Confidential Information, in whole or in part, and shall not use such Confidential Information, directly or indirectly, for any purpose other than in connection with evaluating the Transaction."
['no licensing'],The exposure of the Receiving Party to the Confidential Information or its disclosure shall not be construed in any way to grant to the Receiving Party any right or license with respect to the Information other than the right to use such Confidential Information strictly in accordance with this Agreement.
"['sharing with third-parties', 'sharing with employees']","Moreover, each Receiving Party shall have the right to disclose that it is evaluating the Transaction and transmit Confidential Information to its Representatives only if and to the extent that such Representatives need to know the Confidential Information for the purpose of evaluating the Transaction and are informed by such Receiving Party of the confidential nature of the Confidential Information and agree (in writing) to be bound by the terms of this Agreement."
['notice on compelled disclosure'],"(c) Should it be necessary for a Receiving Party, or anyone to whom it transmits Confidential Information pursuant to this Agreement, to disclose any of the Confidential Information it received from a Disclosing Party in order to comply with applicable law or legal process (including, without limitation, the disclosure requirements of any securities exchange), the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement(s) so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement."
['no licensing'],"No license, intellectual property right or other ownership or use right is conveyed solely by this Agreement, except the limited right to use Confidential Information described in Sections 1 and 2 of this Agreement."
['survival of obligations'],"This Agreement shall be in effect for a period of two (2) years from the date hereof, provided that"
['survival of obligations'],"(ii) with respect to Confidential Information disclosed hereunder, the confidentiality obligations set forth in Paragraph 2(a) shall remain in full force and effect for so long as such Confidential Information remains confidential and non-public."
['survival of obligations'],"Notwithstanding anything to the contrary herein, information or property which is protected by law for a longer period of time (e.g. trade secrets) shall continue to receive all protections to which it is entitled for so long as it qualifies for protection under the applicable law."
['inclusion of verbally conveyed information'],"This information may include, but is not limited to, patient health records, as well as information regarding human resources, payroll, fiscal matters, research, and strategic planning, and may exist in any form, including electronic, video, spoken, or written."
"['sharing with employees', 'limited use']","I understand that I may access and/or use FAU Confidential Information, Restricted Data and Sensitive Data only as necessary to perform my job-related duties and that I may disclose (i.e., share) FAU Confidential Information, Restricted Data, and/or Sensitive Data only to authorized individuals with a need to know that information in connection with the performance of their job functions or professional duties."
['return of confidential information']," I understand that upon termination of my employment/affiliation/association with FAU, I will immediately return or destroy, as appropriate, any FAU Confidential Information, Restricted Data and Sensitive Data in my possession."
['survival of obligations'],"I understand that my confidentiality obligations under this Agreement will continue after the termination of this Agreement and after termination of my employment, affiliation or association with FAU."
['limited use'],Prospect and Prospect’s Broker acknowledge that all information and materials provided by Listing Broker regarding the above-referenced Property is confidential and may not be used for any purpose other than evaluation.
"['sharing with third-parties', 'sharing with employees']","Prospect’s and Prospect’s Broker’s dissemination of any information and materials provided by Listing Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the above-referenced Property."
['confidentiality of agreement'],"Listing Broker, Prospect, and Prospect’s Broker agree not to disclose to any other person the fact that any discussions or negotiations are taking place with regard to the Property, the actual or potential terms, conditions, or facts involved in any such discussions or negotiations."
"['sharing with third-parties', 'sharing with employees']",2. Not to supply any documents or portions of documents included in the Information or any information included therein or any information hereinafter obtained in the course hereof or with respect hereto to any person or corporation except to the Representatives (defined below) and as otherwise specifically provided for herein;
"['sharing with third-parties', 'sharing with employees']","3. The Information is to be used by the undersigned, its affiliates, and their respective directors, officers, employees, accountants, attorneys, solicitors, financing sources, consultants, agents, representatives and advisors and their respective representatives, to the extent the foregoing are actually provided access to the Information by the undersigned (collectively the ""Representatives""), only in connection with the consideration of a possible acquisition of the Assets;"
['no solicitation'],"6. The undersigned and its Representatives shall under no circumstances contact directly or indirectly any of the residents, partners or former partners or directors of Baldwin:"
['no solicitation'],"(i) to ask any questions regarding the possible acquisition of all or part of the Assets,"
['no solicitation'],"(ii) to request additional information or regarding the contents of any of the Information previously obtained,"
['no solicitation'],"(iii) to request a facility tour or meeting, or"
['no solicitation'],"(iv) for any other reason, except in the ordinary course of business;"
['notice on compelled disclosure'],"7. In the event that the undersigned, or any of the Representatives, or any one to whom any of them furnish some or all of the Information, receives a request or demand to disclose all or any part of such Information by a governmental body or deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, the undersigned agrees to first notify BDO (to the extent permitted to do so by applicable law) by delivering written notice to the address noted above, so that BDO or its legal representative may seek an appropriate protective order; provided, however, if such protective order or other remedy is not obtained, or BDO waives compliance with the provisions hereof, the undersigned or such Representative, as the case may be, may disclose such Information which the undersigned or such Representative, as the case may be, is legally required to be disclosed;"
"['permissible development of similar information', 'permissible acquirement of similar information']","8. The term ""Information"" does not include and this NDA will not apply to any information that:"
"['permissible development of similar information', 'permissible acquirement of similar information']",(c) has been independently acquired or developed by the undersigned or any of its Representatives without violation of any obligation under this NDA;
['return of confidential information'],"11. Upon receipt of a written request to the undersigned, the undersigned and its Representatives shall promptly return to BDO any and all Information received, printed, downloaded or otherwise copied together with personal notes including written materials and any notes of verbal conversations with representatives from Baldwin or BDO obtained in the course of any investigation and/or inspection of the business and the Assets being offered for sale;"
['limited use'],"8. In accordance with the terms of the NDA executed by you, the Information being made available to you at the Data Rooms or any other information to be made available to you by BDO is to be kept confidential and upon the express understanding that it will be used only for the purposes set forth above."
['no licensing'],"Also, BDO reserves the right not to sell or otherwise dispose of the Assets and to terminate, at any time, further participation in the investigation and due diligence process by you or any other party and to modify any data, documentation and other procedures relating to the proposed sale without assigning any reason thereto."
['confidentiality of agreement'],"WHEREAS, as a condition to furnishing the Confidential Information and the Confidential Materials to the Receiving Party and in order to protect the Confidential Information and the Confidential Materials, the Disclosing Party has required the Receiving Party to enter into this Agreement and abide by its terms; and"
['confidentiality of agreement'],"WHEREAS, the Receiving Party, as a condition to receiving the Confidential Information and the Confidential Materials, has agreed to enter into this Agreement and agrees to keep such Confidential Information and Confidential Materials confidential in accordance with the terms and conditions of this Agreement."
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","(a) ""Confidential Information"" shall include all information pertaining to the Assignors and their respective affiliates, employees, salespersons, independent contractors, agents, officers, directors, customers, suppliers, vendors, manufacturers, distributors, dealers, predecessors, successors and assigns disclosed by the Disclosing Party (or by a third party at the direction of the Disclosing Party) to the Receiving Party, regardless of the form or manner of disclosure (including, but not limited to, information learned by the Receiving Party from the Disclosing Party’s employees, agents, officers, directors, professional advisors or other representatives or through inspection of the Assigned Assets or the books and records of the Assignors), and including, but not limited to:"
['confidentiality of agreement'],(vi) the existence and terms and conditions of this Agreement and the existence and content of the discussions between the Disclosing Party and the Receiving Party regarding a Possible Transaction.
['survival of obligations'],"Additionally, the Receiving Party acknowledges that nothing in this Agreement (including Section 17 below) shall place a time limitation on the period of protection of such trade secret, it being agreed that the trade secrets of the Assignors shall enjoy perpetual protection against unauthorized disclosure or use, subject only to the provisions of the Trade Secrets Act and other applicable laws."
"['permissible development of similar information', 'sharing with third-parties', 'permissible acquirement of similar information', 'sharing with employees']","The term ""Confidential Information"" shall not include such portions of the Confidential Information that:"
"['sharing with third-parties', 'sharing with employees']","(i) are already published or available to the public other than as a result of disclosure by the Receiving Party or any of its employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors (collectively, the ""Representatives"");"
['permissible acquirement of similar information'],"(ii) become available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or one of the Disclosing Party’s employees, officers, directors, members, managers, affiliates, agents, attorneys, accountants or other representatives or advisors) that is not prohibited from disclosing such Confidential Information to the Receiving Party by a legal, contractual, or fiduciary obligation to the Disclosing Party or the Assignors;"
['permissible development of similar information'],(iii) can be shown by written documentation to have been independently developed by the Receiving Party without use of or reliance upon any Confidential Information or Confidential Materials of the Disclosing Party; and/or
['no licensing'],"Notwithstanding anything to the contrary contained in this Agreement, all of the Confidential Information and the Confidential Materials are and shall remain the property of the Disclosing Party."
['no licensing'],"By disclosing information to the Receiving Party, the Disclosing Party does not grant any express or implied right or interest in the patents, copyrights, trademarks, trade secret information, or intellectual property rights of the Assignors."
['limited use'],"(ii) shall not use or disclose to any person the Confidential Information or the Confidential Materials for any purpose other than in connection with the consideration of a Possible Transaction, subject in all cases to the provisions of this Agreement;"
"['sharing with third-parties', 'sharing with employees']","(iv) shall reveal the Confidential Information and the Confidential Materials only to its Representatives who need to know the Confidential Information and the Confidential Materials in connection with a Possible Transaction, and who"
"['sharing with third-parties', 'sharing with employees']","(A) are informed by the Receiving Party of the confidential and proprietary nature of the Confidential Information and the Confidential Materials, and"
"['sharing with third-parties', 'sharing with employees']","(B) before receiving the Confidential Information or the Confidential Materials, agree to maintain their confidentiality in accordance with the terms and conditions of this Agreement;"
['confidentiality of agreement'],"(v) except as provided in Section 7 below, shall not, without the Disclosing Party’s prior written consent, disclose"
['confidentiality of agreement'],"(A) to any other person, other than its Representatives, the fact that the Confidential Information or the Confidential Materials have been made available to the Receiving Party,"
['confidentiality of agreement'],"(B) that discussions or negotiations are taking place concerning a Possible Transaction, or"
['confidentiality of agreement'],"(C) any of the terms, conditions, or other facts with respect thereto;"
"['sharing with third-parties', 'sharing with employees']","(vi) shall take all reasonable precautions necessary to safeguard the Confidential Information and the Confidential Materials from disclosure to any person or entity other than its Representatives, including taking reasonable security precautions at least as great as the precautions the Receiving Party takes to protect its own confidential information; and"
['survival of obligations'],All Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement even after their return or destruction or the termination of this Agreement.
['notice on compelled disclosure'],"In the event that the Receiving Party is issued any subpoena or other process requesting any of the Confidential Information or the Confidential Materials, the Receiving Party agrees that it will immediately furnish a copy of such subpoena or other process, via overnight delivery, to counsel to the Assignee, Edward J. Peterson, Esq. and Matthew B. Hale, Esq. of Stichter, Riedel, Blain & Postler, P.A., 110 East Madison Street, Suite 200, Tampa, Florida 33602, and to the Disclosing Party at the address set forth on Exhibit B attached to this Agreement."
['notice on compelled disclosure'],"In the event that the Receiving Party is requested or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information or the Confidential Materials, then the Receiving Party shall provide the Disclosing Party with prompt written notice of such request or requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement."
"['sharing with third-parties', 'sharing with employees']",The Receiving Party agrees that the Disclosing Party shall be entitled to require that such Confidential Information or Confidential Materials be disclosed only to certain specified Representatives and to the Receiving Party’s legal counsel and that no further disclosure thereof be made.
['survival of obligations'],This Section 9 shall survive the closing of the Possible Transaction and/or the termination of this Agreement.
['survival of obligations'],"17. Term. Unless otherwise set forth in this Agreement, this Agreement shall terminate on the earlier to occur of:"
['survival of obligations'],"(i) the consummation of a Possible Transaction pursuant to a Definitive Agreement, and"
['survival of obligations'],"(ii) two (2) years from the date that the Parties terminate their discussions and consideration of a Possible Transaction; provided, however, that all Confidential Information and Confidential Materials shall continue to be subject to the terms of this Agreement after the termination of this Agreement."
['inclusion of verbally conveyed information'],"Any and all information, including but not limited to, location, financial information, title reports, surveys, and other agreements, documents, materials and oral and/or written information with respect to the Property, whether delivered or made available concurrently with this Agreement or to be delivered in the future (collectively, the Confidential Information"") shall be subject to the terms of this Agreement"
['limited use'],The Investor acknowledges and agrees that the Confidential Information is strictly confidential and is intended solely for the Investor’s limited use and benefit in determining whether the Investor desires to express any further interest in the acquisition and development of the Property.
"['survival of obligations', 'sharing with third-parties', 'permissible copy', 'sharing with employees']","Investor shall keep the Confidential Information permanently and strictly confidential, and not to disclose or divulge any Confidential Information to, or reproduce any Confidential Information for the benefit of any person or entity other than the Investor’s employees, representatives, consultants, and agents who are actively and directly participating in the analysis of the Development, and in such cases only to the extent reasonably required for such analysis."
['confidentiality of agreement'],"Investor is strictly prohibited from publishing any news release, public announcement, denial or confirmation with respect to the Development, this Agreement or any information about the Property."
['limited use'],Investor’s use of the Confidential Information shall solely be for the purpose of evaluating the Property and the Development.
"['return of confidential information', 'permissible copy']","If the Investor elects not to proceed with the Development, or if the undersigned is informed that the Property is no longer available for purchase or if the Investor is otherwise requested by the Owner to return the Confidential Information, the Investor will promptly return all Confidential Information (and all reproductions or destroy electronic copies thereof if any);"
['permissible acquirement of similar information'],"Notwithstanding the foregoing, the following will not constitute Confidential Information for purposes of this Agreement:"
['permissible acquirement of similar information'],"(iii) information that becomes available to the Investor from a source not subject, to the best knowledge of the Investor after due inquiry, to any prohibition against disclosing the information to the undersigned."
['confidentiality of agreement'],"The term ""Confidential Information"" shall mean and include that technical and non-technical information disclosed by CIF to Dealer relating to:"
['confidentiality of agreement'],"(c) the existence, terms and subject matter of this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']",Confidential Information shall not include information that:
['permissible acquirement of similar information'],"(iii) is rightfully disclosed by Dealer by a third party, or"
['permissible development of similar information'],"(v) is developed by Dealer without reference to the Confidential Information, or"
"['sharing with employees', 'limited use']","Dealer shall not distribute, disseminate, publish or disclose the Confidential Information to any person, or entity not employed or retained by Dealer or the use of the Confidential Information for any purpose other than to further the marketing and sale of CIF products."
['sharing with employees'],Dealer will disclose the Confidential Information only to those individuals employed by Dealer who need to know such Confidential Information.
['no licensing'],4. Ownership/Return of Confidential Information.
['no licensing'],"Dealer agrees and acknowledges that the Confidential Information is the property of CIF, and upon termination of this Agreement all rights to the use and ownership of the Confidential Information shall be retained exclusively by CIF."
['inclusion of verbally conveyed information'],"The confidential, proprietary and trade secret information of the disclosing party (""Confidential Information"") to be disclosed hereunder is"
['inclusion of verbally conveyed information'],"(ii) discussions relating to that information whether those discussions occur prior to, concurrent with, or following disclosure of the information."
"['sharing with third-parties', 'sharing with employees']","The receiving party will not disclose any of the disclosing party’s Confidential Information to any employees or to any third parties except to the receiving party’s employees, parent company, affiliates and subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein; provided that the receiving party will be liable for breach by any such entity."
['sharing with third-parties'],"For the purposes of this Agreement, the term ""employees"" shall include independent contractors of each party."
['permissible copy'],"The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company, affiliates and subsidiaries with a need to know."
['permissible acquirement of similar information'],(b) rightfully received from a third party without any obligation of confidentiality;
['permissible development of similar information'],(d) independently developed by employees and / or independent contactors of the receiving party; or
['notice on compelled disclosure'],"(e) required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order."
['no licensing'],Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.
['survival of obligations'],Either party may terminate this Agreement at any time without cause upon written notice to the other party; provided that each party’s obligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination.
['no licensing'],"(b) Both parties understand and acknowledge that no license under any copyrights, trademarks, or maskworks is granted to or conferred upon either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing."
"['sharing with third-parties', 'sharing with employees']","1.1 shall keep secret and confidential our discussions and any information about the Business supplied to you or your advisers by us or by our advisers, whether before or after this Agreement and any analyses or other documents which may be made or prepared by you which contain or otherwise reflect such information or your review of or interest in the Business (""Confidential Information""), and not disclose to any third party any Confidential Information (except such information which comes into the public domain other than as a result of the disclosure by you or by your employees, agents or advisers who need to know such information for the purpose of evaluating whether or not, and on what terms, you might proceed with the proposed purchase);"
['limited use'],"1.2 shall not use any Confidential Information for your own purposes or to obtain a commercial, trading or other advantage, but shall use such Confidential Information for the sole purpose of evaluating and negotiating the proposed sale of the Business, and, save as set out above, shall not permit any Confidential Information to go out of your possession, custody or control;"
['confidentiality of agreement'],"1.4 shall not make any announcement or any disclosure, or otherwise publicise, your possible interest in the Business, or of any negotiations with respect thereto;"
['return of confidential information'],"1.6 shall, immediately upon written request from us, or without such request if you cease to be interested in purchasing the Business, return to us all written Confidential Information and expunge any Confidential Information from any computer, word processor or other similar device in your possession or under your custody or control, without keeping any copies, extracts or other reproductions thereof, and either return to us or destroy (such destruction to be certified in writing by you or a senior employee of yours who has supervised such destruction) all notes and memoranda prepared by you, your employees, agents or advisers, and any copies thereof relating to any of the Confidential Information or the negotiations concerning the proposed sale of the Business;"
['no solicitation'],"1.7 shall not, and shall procure that any associated company of yours shall not, employ, seek to employ, or solicit any person employed by us or the Business or who holds or otherwise has access to Confidential Information either at the date of this Agreement or at any time during negotiations for the sale of the Business or during the period of twelve months from the date of this Agreement."
['survival of obligations'],2.4 the provisions of this Agreement shall continue in effect notwithstanding any decision not to proceed with any possible transaction relating to the Business or any return or destruction of the Confidential Information.
['explicit identification'],"1. Each party may disclose to the other party confidential and/or proprietary information (hereinafter ""the Information"") including but not limited to trade secrets, business practices and customer information."
['no licensing'],"2. All Information identified as confidential and disclosed there under shall remain the sole property of the disclosing party, and the receiving party shall have no interest in or rights thereto except as set forth herein."
"['sharing with third-parties', 'sharing with employees']"," restricting the information’s availability to employees, agents or consultants of the receiving party with a need to know, and making such disclosure only after they have agreed to abide by the terms and conditions of this Agreement,"
['no reverse engineering'],5. The parties each agree not to undertake or have undertaken any analysis on the products or the technology supplied by the other parties to determine structure or composition or otherwise to perform tests not authorised by other party without the prior written consent of the other party.
['no licensing'],It is explicitly agreed that the composition of the material AddiFlex as well as the manufacturing process used to produce AddiFlex shall not be the subject of any test and that all information relating to the composition and manufacture of AddiFlex shall remain the exclusive property of Add-X Biotech AB
['permissible copy'],7. Both parties may only make such copies as are strictly necessary for the purposes identified in 1.
['permissible copy'],above and for disclosures that are not in breach of this agreement.
['return of confidential information'],"8. All products and any residue thereof remaining after the tests are completed shall returned to the disclosing party no later than one hundred twenty (120) days from the effective date shown above, or shall be destroyed by the receiving party."
['survival of obligations'],"The agreement and the obligation of confidentiality shall remain in force for a period of ten (10) years after the date of the last disclosure of Information,"
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","1.1. ""Confidential Information"" shall mean information that is revealed by or obtained through a party (whether in writing, orally or by any other means) (a ""Disclosing Party"") to the other (a ""Receiving Party"") including, without limitation,"
['confidentiality of agreement'],"(iv) the terms and conditions of this Agreement (including, without limitation, the Disclosure Purpose); and"
"['permissible development of similar information', 'permissible acquirement of similar information']",1.2. The confidentiality obligations set forth under this Agreement do not extend to Excluded Information.
"['permissible development of similar information', 'permissible acquirement of similar information']","For the purposes of this Agreement, ""Excluded Information"" means information that the Receiving Party can demonstrate"
['permissible acquirement of similar information'],(iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or
['permissible development of similar information'],(iv) was developed at any time by the Receiving Party independent of the Disclosing Party’s Confidential Information.
['limited use'],The Receiving Party shall only use the Confidential Information for the Disclosure Purpose.
"['sharing with third-parties', 'sharing with employees']","2.2. The Receiving Party shall not disclose, duplicate, transmit or otherwise disseminate in any manner the Disclosing Party’s Confidential Information, except to the Receiving Party’s officers, directors and employees (collectively ""Employees""), and the Receiving Party’s agents, contractors and advisors (including, without limitation, financial advisors, legal advisors, auditors and accountants) retained by the Receiving Party (collectively ""Advisors"")."
['permissible copy'],"2.3. Each party may only make as many copies of Confidential Information as are reasonably necessary for its permitted use under the terms hereof, and each such copy will be marked with the same proprietary notices, indicia and legends that appear on the originals."
['notice on compelled disclosure'],"2.4. In the event that the Receiving Party is required to disclose Confidential Information to comply with an order of a court of competent jurisdiction or with a mandatory requirement of a governing regulatory body, such party shall, to the extent permitted by law and as soon as reasonably practicable under the circumstances, inform the Disclosing Party to allow it an adequate opportunity to object to the disclosure order or to take such other actions as are necessary to preserve the confidentiality of the information."
['no licensing'],"3.1. As between the Disclosing Party and the Receiving Party, Confidential Information and all applicable intellectual property rights embodied in the Confidential Information shall remain the sole property of the Disclosing Party."
['no licensing'],"Nothing in this Agreement shall be construed as granting any rights to the Receiving Party or any of its Employees or Advisors, by license or otherwise, to any of the Disclosing Party's Confidential Information, except to the extent as expressly stated in this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']","3.2. The Disclosing Party understands that Receiving Party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Disclosing Party’s Confidential Information."
"['survival of obligations', 'permissible post-agreement possession']","Having acknowledged that it, particularly within a networked environment, the return and/or destruction of electronically stored information may be impossible, extremely or otherwise unduly difficult or costly, the immediately preceding sentence is not intended to, and does not obligate the Receiving Party to make extra-ordinary efforts to destroy electronically stored copies of the Confidential Information, provided that, in relation to any such copy that is not destroyed the Receiving Party’s obligations of confidentiality and restricted use shall continue as per the provisions of this Agreement."
['permissible post-agreement possession'],"6.4. Notwithstanding Section 6.3, the Receiving Party may retain a reasonable number of copies of the Confidential Information (and any materials embedding the same) (""Retained Copies"") for the sole purpose of"
['permissible post-agreement possession'],(i) satisfying any legal or regulatory requirements regarding record and data retention that the Receiving Party is obligated to comply with;
['permissible post-agreement possession'],(ii) enforcing this Agreement; and/or
['permissible post-agreement possession'],(iii) archiving consistent with good business practices and the Receiving Party’s internal policies.
['survival of obligations'],"For the avoidance of doubt, the Receiving Party’s obligations of confidentiality and restricted use as set forth in this Agreement shall continue in respect of such Retained Copies as per the provisions of this Agreement."
['survival of obligations'],"6.5. Notwithstanding anything else in this Agreement, the Receiving Party’s obligations of confidentiality and restricted use hereunder shall continue in force during the term of this Agreement and shall survive for three (3) years following the expiration or termination of this Agreement or, in the case of trade secrets, until such time as the Confidential Information does not qualify as a trade secret."
['no solicitation'],"(ii) recruit, hire or discuss employment for a Competing Business with any person who is, or within the six month period preceding the date of such activity was, an employee of the Company or Meritage (other than as a result of a general solicitation for employment); or"
['no solicitation'],(iii) solicit any customer or supplier of the Company for a Competing Business or otherwise attempt to induce any such customer or supplier to discontinue its relationship with the Company.
['explicit identification'],"Selling Parties recognize and acknowledge that the Company's trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, proprietary information of the Company, as it exists from time to time (collectively, ""Confidential Information""), are valuable and unique assets of the Company and therefore agree that, during the Restriction Period, except as otherwise required by Applicable Laws, or the rules of any exchange on which any securities of Zenith are or will be listed, they will not, and will use their best efforts to ensure that their directors, officers, employees, advisers, agents and consultants do not, disclose any Confidential Information concerning the Company and/or its subsidiaries or affiliates, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized in writing to do so by Meritage."
['notice on compelled disclosure'],"In the event that any Selling Party is requested pursuant to, or required by, Applicable Laws, regulation or rules of any securities exchange or by legal process to disclose any Confidential Information or any other information concerning the Company, the Selling Parties agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the Selling Parties with respect to the Company taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Section 2."
['no solicitation'],"1.02 ""COMPETE"" OR ""COMPETING"" shall mean with respect to the Business:"
['no solicitation'],"(ii) hiring, soliciting or attempting to hire or solicit any employee of the Division or Purchasers as of the Closing Date either on Seller's behalf or on behalf of any other person or entity; or"
['permissible acquirement of similar information'],Confidential Information shall not include any information or documents that
['permissible acquirement of similar information'],"(ii) Seller receives from any third party who, to the best of Seller's knowledge upon reasonable inquiry, is not breaching an obligation of confidence with Purchasers or Parent (including such an obligation under an agreement assigned to Purchasers pursuant to the Asset Sale Agreement) or without an accompanying obligation of confidence, or"
['notice on compelled disclosure'],"In the event that Seller is requested in any court or governmental proceeding to disclose any Confidential Information, Seller shall give Purchasers and Parent prompt notice of such request, such that Purchasers or Parent may seek a protective order or other appropriate relief, and in any such proceeding Seller will disclose only so much of the Confidential Information as is required to be disclosed."
['limited use'],"(b) Seller will keep confidential and will not for a period of three (3) years after the execution of this Agreement, directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorized representatives of Purchasers or the Parent."
['survival of obligations'],"(c) With respect to any trade secrets included in the Confidential Information, Seller also agrees not to use or disclose any of such trade secrets at any time until such trade secrets become generally available to the public by independent discovery or development and publication through no fault of Seller."
['no licensing'],"Seller acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies that Purchasers or Parent may have available pursuant to the laws of any jurisdiction or at common law to prevent disclosure of trade secrets or proprietary information, and the enforcement by Purchasers or Parent of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies they may possess in law or equity absent this Agreement."
['no solicitation'],"Seller agrees that for a period of three (3) years following the execution of this Agreement, it will not, without Purchasers' prior written consent, Directly or Indirectly Compete with Purchasers in the Business within the Territory."
['no solicitation'],"Seller agrees that for a period of one (1) year after the execution of this Agreement, it will not in any way, directly or indirectly, for itself or on behalf of or in conjunction with any other person, partnership, firm or corporation hire any employee of the Division or Purchasers as of the Closing Date, or request or induce any employee of the Division or Purchasers as of the Closing Date to terminate his or her employment and accept employment with another entity."
['inclusion of verbally conveyed information'],"You and your representatives (as defined herein) will treat confidentially any information (whether written or oral) that either we or our financial advisor, Credit Suisse First Boston Corporation (""CSFB""), or our other representatives furnish to you in connection with a Possible Transaction involving the Company, together with analyses, compilations, studies or other documents prepared by you, or by your representatives which contain or otherwise reflect such information or your review of, or interest in, the Company (collectively, the ""Evaluation Materials"")."
"['explicit identification', 'inclusion of verbally conveyed information']","The term ""Evaluation Materials"" includes information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, and regardless of whether such information is specifically identified as ""confidential""."
"['permissible development of similar information', 'permissible acquirement of similar information']","The term ""Evaluation Materials"" does not include information which"
['permissible acquirement of similar information'],"(ii) was or becomes available to you or your representatives on a non-confidential basis from a source other than the Company or its representatives, provided that such source is not to your knowledge prohibited from disclosing such information to you by a contractual, legal or fiduciary obligation to the Company or its representatives, or"
['permissible development of similar information'],(iii) is independently developed by you.
['limited use'],You and your representatives will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction.
"['sharing with third-parties', 'sharing with employees']","You and your representatives will keep the Evaluation Materials completely confidential and will not disclose the Evaluation Materials, in any manner, in whole or in part; provided, however, that"
"['sharing with third-parties', 'sharing with employees']","(i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, ""your representatives"") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you and shall agree to treat such information confidentially in accordance with this Agreement) and"
['notice on compelled disclosure'],"In the event that you or any of your representatives receive a request or are required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Evaluation Materials, you or your representatives, as the case may be, agree to"
['notice on compelled disclosure'],"(i) immediately notify the Company of the existence, terms and circumstances surrounding such a request,"
['confidentiality of agreement'],"Accordingly, unless required by applicable law, you agree that prior to the closing of a Possible Transaction, without the prior written consent of the Company, you will not, and you will direct your representatives not to, disclose to any person either the fact that you have entered into this Agreement, that Evaluation Materials have been made available or that discussions or negotiations are taking place concerning a Possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof."
['survival of obligations'],"Notwithstanding the return or destruction of the Evaluation Materials, you and your representatives will continue to be bound by your obligations pursuant to this Agreement."
['no solicitation'],"Without the Company's prior written consent, the persons who are involved in the possible transaction will not for a period of two years from the date of this Agreement directly or indirectly solicit for employment any person who is now employed by the Company (or whose activities are dedicated to the Company) in an executive or management level position or otherwise considered by the Company to be a key employee."
"['explicit identification', 'inclusion of verbally conveyed information']","""Proprietary Information"" means information including, but not limited to clients, pricing and information which is related to the business of Health Card from which Health Card"
"['explicit identification', 'inclusion of verbally conveyed information']","(2) is the subject of efforts by Health Card that are reasonable under the circumstances to maintain its secrecy, including without limitation"
['explicit identification'],"(i) with respect to information which has been reduced to tangible form, marking such information clearly and conspicuously with a legend identifying its confidential or proprietary nature;"
"['explicit identification', 'inclusion of verbally conveyed information']","(ii) with respect to any oral presentation or communication, denominating such information as confidential immediately before, during or after such oral presentation or communication; or"
"['explicit identification', 'inclusion of verbally conveyed information']",(iii) otherwise treating such information as confidential.
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",b. Proprietary Information does not include any information which
['notice on compelled disclosure'],"(2) is disclosed by Ciufo pursuant to a requirement of a governmental agency or is required to be disclosed by operation of law; provided, however, that Ciufo shall first have given written notice of such required disclosure to Health Card to allow Health Card to seek to protect the confidentiality of the information required to be disclosed; or"
"['permissible development of similar information', 'permissible acquirement of similar information']",(3) before being divulged by Ciufo
['permissible development of similar information'],"(iv) has been independently developed by Ciufo without use, directly or indirectly, of the Proprietary Information; or"
['permissible acquirement of similar information'],(v) has been furnished to a third party by Health Card without restrictions on the third party's right to disclose the information.
"['sharing with third-parties', 'sharing with employees']",3. Disclosures of the Proprietary
"['sharing with third-parties', 'sharing with employees']","Information may be made only to employees, agents, associates or independent contractors of Ciufo"
"['sharing with third-parties', 'sharing with employees']",(a) who are directly involved in the Project and have a specific need to know such information; and
"['sharing with third-parties', 'sharing with employees']",(b) whom Ciufo has obligated to hold the Proprietary Information in trust and in strictest confidence.
['limited use'],"9. All Proprietary Information furnished by Health Card to Ciufo is considered loaned for use solely in connection with the Project, and shall be returned by Ciufo to Health Card upon request by Health Card."
['limited use'],"(a) Each of Stockholders severally agrees that such Stockholder shall not, at any time following the effectiveness of the Merger, print, publish, divulge or communicate to any person, firm, corporation or other business organization or use for his or their own account any business contacts, customers, suppliers, technology, product designs and specifications, know-how, trade secrets, marketing techniques, promotional materials or other secret or confidential information relating to the Business or any other businesses then being engaged in by AUGI or any of its subsidiaries, or any secret or confidential information relating to the affairs, dealings and concerns of the Company, AUGI or any of the subsidiaries of AUGI (collectively, the ""Confidential Information"") which the Stockholder has received or obtained while an employee or member of the Board of Directors of AUGI or the Company (whether or not developed, devised, or otherwise created in whole or in part by the efforts of the Stockholder)."
['notice on compelled disclosure'],"(c) In the event that a Stockholder is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information, such Stockholder will provide the Company with prompt notice (unless notice is prohibited by law) so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with Section 2 of this Agreement."
['explicit identification'],"2. Except as set forth in this Section 2, all Confidential Information shall be in tangible form and shall be marked as Confidential or proprietary information of the disclosing party."
"['explicit identification', 'inclusion of verbally conveyed information']","If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure and confirmed in a writing to the recipient within thirty (30) days of such disclosure."
['sharing with employees'],"Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement."
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",4. There shall be no liability for disclosure or use of Confidential Information which is
['permissible acquirement of similar information'],"(b) rightfully received from a third party without any obligation of confidentiality,"
['permissible acquirement of similar information'],"(c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party,"
['permissible development of similar information'],"(d) independently developed by the receiving party,"
['notice on compelled disclosure'],"(f) communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under this Agreement (provided that the party so disclosing has provided the other party with a reasonable opportunity to seek protective legal treatment for such Confidential Information)."
['no reverse engineering'],"7. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party."
['no licensing'],"8. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs and lists) furnished to one party by the other, and which are designated in writing to be the property of such party, shall remain the property of such party and shall be returned to it promptly at its request, together with any copies thereof."
['survival of obligations'],"9. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Sections 4 or 5."
['no licensing'],Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement.
"['confidentiality of agreement', 'inclusion of verbally conveyed information']",1. This Agreement shall apply to:
['inclusion of verbally conveyed information'],"(a) confidential or proprietary exchanged material and information (in written, taped or computerized form or format) that is clearly and prominently marked ""Proprietary or ""Confidential"" or that is not so marked but, by its nature, is such that it reasonably should be held in confidence, including, but not limited to, technical, developmental, marketing, editorial, sales, operating, performance, cost, know-how, computer programming techniques, and any new or planned programs and services;"
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","(b) the existence and substance of oral and written communications between the parties about the potential strategic alliance, acquisition or other business relationship; and"
['confidentiality of agreement'],"(c) the existence of the discussions between Company and Kaplan about the potential strategic alliance, acquisition or other business relationship."
['confidentiality of agreement'],"(c) above hereinafter referred to collectively as ""Confidential Information."")"
['limited use'],2. Each party agrees to hold the other's Confidential Information in confidence and to use it solely for the purposes contemplated herein and agrees further that the Confidential Information shall not be used for any other purpose nor disclosed to any third party without the prior written consent of the other party.
"['sharing with third-parties', 'sharing with employees']","3. The parties may disclose the Confidential Information to their respective officers, directors, employees, attorneys, subsidiaries and affiliates working in connection with the purpose for which the Confidential Information is disclosed but only to the extent necessary to carry out that purpose and subject to all requirements of confidentiality set forth in this Agreement."
['sharing with third-parties'],"The party receiving the Confidential Information (the ""Receiving Party"") may also disclose Confidential Information to a third party pursuant to paragraph 4(g) below and subject to the notice provision set forth therein."
"['permissible development of similar information', 'notice on compelled disclosure', 'permissible acquirement of similar information']",4. The obligations under this Agreement shall not apply to information that is at any time:
['permissible acquirement of similar information'],(c) rightfully received from a third party without restriction on disclosure and without breach of this Agreement;
['permissible development of similar information'],(d) independently developed by the Receiving Party;
['notice on compelled disclosure'],"(g) disclosed pursuant to a requirement of a governmental agency or of law, provided, however, that, to the extent viable under the circumstances, the party subject to the disclosure requirement has notified the Disclosing Party in advance of such disclosure and the Disclosing Party has had an opportunity to seek a protective order or other appropriate remedy and the party subject to the disclosure requirement has reasonably cooperated with such efforts; and provided further, however, that the -------- ------- -------"
['notice on compelled disclosure'],Receiving Party furnish only that portion of the Confidential Information that is legally required to be so disclosed.
['no reverse engineering'],"5. The Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise analyze, restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party."
['no licensing'],"7. All right, title and interest in and to the Confidential Information and intellectual property produced based on the Confidential Information is and shall remain the sole property of the Disclosing Party."
['no licensing'],"Subject only to the Receiving Party's limited use of the Confidential Information for the purpose set forth above in this Agreement, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, and the Receiving Party shall not violate any of the Disclosing Party's intellectual property or other rights in or to the Confidential Information."
['permissible development of similar information'],"Subject to the terms and conditions of this Agreement, discussions and/or communications between the parties hereto will not serve to impair the right of each party to develop, make, use, procure and/or market products or services now or in the future which may be competitive with those offered by the other party nor require either party to disclose any planning or other information to the other party, provided none of the foregoing activities violate the terms of this Agreement."
['survival of obligations'],"1. Either party may terminate this MNDA without cause upon five (5) days written notice given to the other, provided that confidentiality obligations under Section A of this Attachment A shall survive termination hereof."
['no licensing'],2. No rights or obligations other than expressly recited herein are to be implied here from.
['no licensing'],"Nothing except that expressly stated herein shall affect either party's present or prospective rights under any country's patent laws, or be construed as granting any license under any present or future patent or application therefor, or preclude marketing any product unless such marketing constitutes unauthorized disclosure of INFORMATION."
"['none-inclusion of non-technical information', 'limited use']","4. Consistent with other provisions herein, each party assures that it will not knowingly, without obtaining prior authorization from the U.S. Dept. of Commerce Office of Export Administration, transmit directly or indirectly the technical data received pursuant hereto or the immediate product (including processes and services) produced directly by use of such technical data to Afghanistan, People's Republic of China, or any other Country Group Q, S, W, T, or Z country specified in Supplement No. I to Part 370 of U.S. Dept. of Commerce Export Administration Regulations."
['inclusion of verbally conveyed information'],"Proprietary Information shall be designated as such in writing by the Disclosing Party by appropriate legend or stamp, or, if first disclosed in a non-written or other non-tangible form, Proprietary Information shall be identified by the Disclosing Party at the time of disclosure as being disclosed in confidence and shall be reduced to tangible form and marked as confidential or proprietary and such tangible form shall be delivered to the Receiving Party within thirty (30) days after the date of first disclosure."
['sharing with employees'],"3. The Receiving Party shall preserve Proprietary Information received from the Disclosing Party in confidence by exercising at least the same degree of care used to restrict disclosure and use of the Receiving Party's own similar confidential information, but at least a reasonable degree of care, and shall refrain from disclosing such Propriety Information to its employees not involved in the Pilot Study, its consultants, representatives, or agents ( the ""Affiliates"") or to any third party without written authorization from the Disclosing Party."
['return of confidential information'],"The Receiving Party shall ensure that all copies of Proprietary Information stored electronically on its server, tape backup or on the hard drives of computers used by its Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party."
"['survival of obligations', 'limited use']",4. The Receiving Party shall use Proprietary Information received from the Disclosing Party solely for the purposes set forth in Paragraph 1.
"['survival of obligations', 'limited use']",Any other use of the Proprietary Information is explicitly forbidden.
['survival of obligations'],This restriction shall survive termination of this Agreement.
['permissible acquirement of similar information'],"C. Hereafter furnished to the Receiving Party, as a matter of right and without restriction on disclosure, by a third party who had not received any Proprietary Information from the Disclosing Party or the Receiving Party; or"
['permissible development of similar information'],E. Independently developed by the Receiving Party by persons who did not have access to the Disclosing Party's information and without breach of this Agreement.
['notice on compelled disclosure'],"6. The Receiving Party may disclose the Disclosing Party's Proprietary Information to the extent required to be disclosed pursuant to final court order; provided, however, that the Receiving Party:"
['notice on compelled disclosure'],(i) immediately notifies the Disclosing Party upon its receipt of any court order or other document that requests or demands disclosure of Proprietary Information; and
['no licensing'],8. Proprietary Information shall remain the property of the originating party.
['no licensing'],"Neither this Agreement nor any exchange of Proprietary Information hereunder shall be construed as granting any right or license under any copyright, invention, or patent now or hereafter owned or controlled by either party."
['survival of obligations'],The confidentiality obligations under this Agreement will survive termination of this Agreement for a period of three (3) years.
['return of confidential information'],"11. Upon termination, the Receiving Party shall cease use of the Disclosing Party's Proprietary Information, and shall destroy all Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, , together with all copies thereof, in its possession or control and furnish the Disclosing Party with written certification of destruction."
['return of confidential information'],"Alternatively, at the request of the Disclosing Party, the Receiving Party shall return all such Proprietary Information, including without limitation, reports, analyses, e-mails or any other derivative embodiments of the Proprietary Information, together with all copies thereof to the Disclosing Party."
['return of confidential information'],"The Receiving Party shall ensure that all copies of Proprietary Information stored electronically on its server, tape backup or on the hard drives of computers used by Receiving Party's Affiliates in connection with the Pilot Study have been permanently deleted and Receiving Party shall certify such deletion in writing to the Disclosing Party."
"['explicit identification', 'inclusion of verbally conveyed information']","1. ""Confidential Information"" means all information provided by either Party in writing or visual form which Party desires to protect from disclosure and which is marked with an appropriate stamp or legend designating such material as ""Confidential""; and all information provided orally by a Party which that Party desires to protect from disclosure provided that such information is identified as Confidential at the time it is transmitted and is subsequently confirmed as such in writing by the disclosing Party within fifteen (15) days after such verbal transmittal."
['permissible acquirement of similar information'],(b) Confidential Information learned by the receiving Party from a third party entitled to disclose it; or
['permissible development of similar information'],(d) Confidential Information which is independently developed by the receiving Party as shown by the receiving Party's written records; or
['limited use'],"3. The receiving Party shall not, without prior written permission of the disclosing Party, furnish to any third Party any information, equipment or material embodying or made by use of any Confidential Information received or developed hereunder nor use such information for purposes other than internal evaluation so long as such Confidential Information must be maintained confidential."
['no licensing'],"6. This Agreement shall not be construed as granting or conferring any rights to license or otherwise, expressly, implied, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement."
['sharing with employees'],7. Neither Party shall disclose Confidential Information nor assign work hereunder to anyone other than the receiving Party's employees who have agreed in writing to maintain the Confidential Information as confidential and to execute all documents deemed reasonably necessary by the disclosing Party to permit compliance with all provisions of this Agreement.
['survival of obligations'],Such covenant and agreement shall survive termination of this Agreement for any reason whatsoever.
['no solicitation'],"a) Each Party, for itself and its associates as defined below, represents and warrants that it shall not conduct business with any sources or contacts, or said source's or contact's associates as defined below, that are originally made known and/or available by another Party hereto, at any time or in any manner, without the express written permission (not to be unreasonably withheld) of the Party who made the source(s) known and/or available."
"['confidentiality of agreement', 'inclusion of verbally conveyed information', 'sharing with employees']","d) This Agreement and each additional agreement concluded or written or verbal disclosure made between the Parties, shall be kept confidential and is not to be reproduced, communicated or distributed in any manner whatsoever except on a ""need to know"" basis to persons directly involved with the closing of any transaction contemplated between the Parties, or legal counsel of a Party."
['inclusion of verbally conveyed information'],"5. This Agreement contains the entire and complete understanding existing between the Parties of the date of its execution regarding the subject matters contained herein, and all former representations, promises or covenants, whether written or verbal, are null and void."
"['confidentiality of agreement', 'limited use']","3. Each of the parties agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of the other party and any purpose the other party may hereafter authorize in writing."
"['sharing with third-parties', 'sharing with employees']","Each of the parties agrees that it shall disclose Confidential Information of the other party only to those of its employees, consultants, advisors and investors who need to know such information and who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement."
['permissible development of similar information'],(d) independently developed by the receiving party without use of any Confidential Information and by persons who have not had access to any Confidential Information
['no reverse engineering'],"6. Each of the parties agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party unless otherwise specified in writing by the disclosing party."
['survival of obligations'],"8. This Agreement shall govern all communications between the parties that are made during the period from the effective date of this Agreement to the date on which either party receives from the other written notice that subsequent communications shall not be so governed, provided, however, that each party's obligations under Sections 2 and 3 with respect to Confidential Information of the other party which it has previously received shall continue unless and until such Confidential Information falls within Section 4."
['no licensing'],Neither party acquires any licenses under any intellectual property rights of the other party under this Agreement.
['inclusion of verbally conveyed information'],"The term ""Information"" shall mean all information that Big Sky has furnished or is furnishing to Holdings, whether furnished before or after the date of this Agreement, whether tangible or intangible and in whatever form or medium provided, as well as all information generated by Holdings or by its Representatives, as defined below, that contains, reflects or is derived from the furnished information."
"['sharing with third-parties', 'sharing with employees', 'limited use']","In consideration of Big Sky's disclosure to Holdings of the Information, Holdings agrees that it will keep the Information confidential and that the Information will not, without the prior written consent of Big Sky, be disclosed by Holdings or by its officers, directors, employees, agents or representatives (collectively, ""Representatives""), in any manner whatsoever, in whole or in part, and shall not be used by Holdings or by its Representatives, other than in connection with evaluating the Transaction."
"['sharing with third-parties', 'sharing with employees']","Moreover, Big Sky agrees to transmit the Information only to such of its Representatives who need to know the Information for the sole purpose of assisting Holdings in evaluating the Transaction and who are informed of this Agreement."
['permissible acquirement of similar information'],(ii) Information that is disclosed to Holdings by a third party that did not disclose it in violation of a duty of confidentiality;
['notice on compelled disclosure'],"(iv) disclosures that are required to be made by Holdings or any of its Representatives under legal process by subpoena or other court order or other applicable laws or regulations (provided, however, that Holdings makes reasonable efforts to provide copies of such Information to, or informs Big Sky before disclosure), or that are requested by Big Sky."
['confidentiality of agreement'],"Without the prior written consent of Big Sky, neither Holdings nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof."
['confidentiality of agreement'],"Likewise, without the prior written consent of Holdings, neither Big Sky nor its Representatives shall disclose to any person the fact that Holdings has received any Information or that discussions or negotiations are taking place concerning the Transaction, including the status thereof."
['return of confidential information'],"Big Sky and Holdings agree that, at the conclusion of their review of the Information, or within three business days of the other's request, all copies of the Information, in any form whatsoever, will be delivered by Holdings and its Representatives to Big Sky."
['inclusion of verbally conveyed information'],"2011. Confidential Information, regardless of the form in which it appears, may include, without limitation, information about customers, business and marketing plans, financial data, expertise of employees, forecasts and strategies that is related to the business of the Disclosing Party and is of the type of information that would reasonably be deemed to be confidential."
['limited use'],The Receiving Party agrees to use the Confidential Information for the sole purpose of evaluating and negotiating the Business Transaction.
['sharing with employees'],The Receiving Party will disclose Confidential Information only to its employees and to its representative whose participation is necessary or helpful to evaluate and advance to the Business Transaction and who have agreed to be bound by the terms of this Agreement.
['notice on compelled disclosure'],"Notwithstanding anything to the contrary in this Agreement, the Receiving Party is not prohibited from disclosing Confidential Information it is legally compelled to disclose (by deposition, subpoena, civil investigative demand, court order or otherwise), provided that the Receiving Party gives the Disclosing Party prompt written notice of any such required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy."
"['permissible development of similar information', 'permissible acquirement of similar information']","If such protective order or other remedy is not obtained and the Disclosing Party has not waived compliance with the provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which the Receiving Party is advised by opinion of counsel it is legally required to furnish and will exercise reasonable efforts to limit the scope and content of such disclosure and obtain confidential treatment of such Confidential Information, Furthermore, the Receiving Party’s obligations under this Agreement do not apply with respect to any Confidential Information that"
['permissible development of similar information'],"(b) is developed by the Receiving Party without reference to the Confidential Information,"
['permissible acquirement of similar information'],(d) is received by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to the Disclosing Party.
"['confidentiality of agreement', 'limited use']","Except as permitted by the previous paragraph, neither the Receiving Party nor the Receiving Party’s representatives will disclose to any person the fact that the Confidential information has been made available to the Receiving Party or the Receiving Party’s representatives or that the Receiving Party or the Receiving Party’s representatives have inspected any portion of the Confidential Information."
"['survival of obligations', 'permissible post-agreement possession']","Upon the written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents or other materials furnished by the Disclosing Party constituting Confidential Information, together with all copies thereof in the possession, custody or control of the Receiving Party, without retaining any copies."
"['survival of obligations', 'permissible post-agreement possession']","Notwithstanding anything to the contrary set forth herein, the Receiving Party is not required to return or destroy computer files stored in the ordinary course of its business as a result of automated back-up procedures (subject, however, to the confidentiality restrictions set forth herein)."
['inclusion of verbally conveyed information'],"(i) any information, data, intellectual property (including trade secrets), facts and financial information relating to the existing or proposed business, products, customers or services of such party and its affiliates that are treated as confidential by it, or ought to be considered confidential from their nature or the circumstances surrounding their disclosure;"
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","(ii) the existence of, and either party's potential participation in, the Proposed Transaction (including the contents and details of any discussions and negotiations of the terms, conditions and other matters with respect thereto); and"
"['inclusion of verbally conveyed information', 'sharing with third-parties', 'sharing with employees']","(iii) any reports, analyses, forecasts, memoranda, compilations, studies, notes or summaries of such information, or other written or electronic documents prepared by, or on behalf of or for the Recipient or affiliates, directors, officers, managers, employees, shareholders, members or other equity holders, agents or advisors (""Representatives"") of the Recipient, to the extent that they use, contain, relate to, reflect, or are derived from such information (collectively, ""Derivative Confidential Information"")."
['permissible development of similar information'],(c) independently developed by the Recipient without breach of this Agreement or other duty of confidentiality to the Disclosing Party relating to such information; or
['permissible acquirement of similar information'],"(d) received by the Recipient from a third party who is not subject to obligations similar to the obligations contained in this Agreement, including any duty of confidentiality to the Disclosing Party relating to such information."
"['sharing with third-parties', 'sharing with employees']","The Recipient will not disclose the Confidential Information or use or permit the Confidential Information to be disclosed or used, to or by any person except Recipient’s Representatives, in each case, who agree to be bound by the terms of this Agreement."
"['sharing with third-parties', 'sharing with employees']","In any such case Confidential Information will be disclosed only to those Representatives with a need to know the Confidential Information for the purpose of the Proposed Transaction, and"
"['sharing with third-parties', 'sharing with employees']",(iv) only so much of the Confidential Information as is necessary for a particular individual to perform his or her function will be disclosed to that individual.
['limited use'],Under no circumstances shall the Recipient or its Representatives use the Disclosing Party’s Confidential Information in any manner or for any purpose other than evaluating and negotiating the Proposed Transaction.
['confidentiality of agreement'],"5. Except as provided in Section 3, the Recipient will not, without the consent of the Disclosing Party,"
['confidentiality of agreement'],"(i) disclose to any person the fact that it has obtained the Confidential Information, or"
['confidentiality of agreement'],"6. Notwithstanding the other provisions of this Agreement, the Company and its Representatives may disclose to other potential parties for a Proposed Transaction that it is considering or negotiating a Proposed transaction and the terms and conditions thereof, but may not disclose the involvement of the Company or any other information identifying the involvement of the Company."
['notice on compelled disclosure'],"8. If the Recipient, or anyone else to whom Confidential Information is provided as permitted by this Agreement, receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, Recipient will make a reasonable effort to provide the Disclosing Party with prompt notice so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with this Agreement."
['no licensing'],"9. All right, title and interest in and to a Disclosing Party’s Confidential Information will remain the exclusive property of the Disclosing Party and the Confidential Information will be held in trust and confidence by the Recipient and its Representatives."
['no licensing'],"No interest, license or any right respecting the Confidential Information, other than expressly set out in this Agreement, is granted to the Recipient under this Agreement by implication or otherwise."
['no licensing'],"10. All written, electronic or oral information that contains any part of a Disclosing Party’s Confidential Information (including any Derivative Confidential Information) will remain the property of the Disclosing Party."
['permissible post-agreement possession'],"Notwithstanding the immediately preceding sentence, the parties agree that destruction will not be made of"
['permissible post-agreement possession'],(i) any electronic copy of any Confidential Information that was created pursuant to the standard electronic backup and archival procedures of the Recipient if
['permissible post-agreement possession'],(x) personnel of the Recipient whose functions are not primarily internal information technology in nature do not have access to such retained copies and
['permissible post-agreement possession'],"(y) personnel of the Recipient whose functions are primarily internal information technology in nature have access to such copies only as reasonably necessary for the performance of their internal information technology duties (e.g., for purposes of system recovery)."
['survival of obligations'],"The parties further agree that they will continue to treat as confidential in accordance with the Agreement, any Confidential Information retained pursuant to the second sentence of this Section 11."
['no solicitation'],"19. Each of the parties hereto expressly agree that they will not, and will not permit any of its"
['no solicitation'],"Representatives to directly or indirectly, hire an employee of the other party, or solicit or induce any employee of the other party to leave such employee’s position with the other party, for a period of one year."
['inclusion of verbally conveyed information'],"""Confidential Information"" shall, mean all intellectual property, business plans, financial records and strategies, marketing plans, contacts, trade secrets, information, materials, documentation and software, as well as copies of all such materials made thereof as authorized by this Agreement, including written, oral, or verbal disclosures."
['permissible acquirement of similar information'],"d. Information that is disclosed by a third party to Receiving Party after the date of disclosure by Vapotherm, where the third party did not require Receiving Party to hold such information in confidence and did not acquire such information directly or indirectly from Vapotherm."
['limited use'],"Vapotherm agrees to disclose the Confidential Information only for the following specific purpose (‘Permitted Purpose""):"
['limited use'],________________________________________________________________________________________________
['limited use'],________________________________________________________________________________________________
['limited use'],a. To use Confidential Information for the Permitted Purpose;
['return of confidential information'],"e. To return Confidential Information, including all copies and records thereof, to Vapotherm, at the Receiving Party’s expense, within five (5) business days after:"
['return of confidential information'],(iii) within thirty (30) days following the termination of this Agreement.
"['sharing with third-parties', 'sharing with employees']","Receiving Party shall disclose Confidential Information only to those of its employees, agents and independent contractors who have a need to know such information for the Permitted Purpose."
['no licensing'],All Inventions will be immediately reported to Vapotherm and shall be the exclusive property of Vapotherm.
['notice on compelled disclosure'],"In the event that the Receiving Party is ordered to disclose the Confidential Information pursuant to a judicial or governmental request, requirement or order, Receiving Party shall immediately notify Vapotherm and take reasonable steps to assist Vapotherm in contesting such request, requirement or order or otherwise protecting Vapotherm’s rights."
['survival of obligations'],The restrictions and obligations of this Agreement shall continue and shall survive the termination of the Purpose of the disclosure for a period of five (5) years.
['no licensing'],"No license or other right is created or granted hereby, except the specific right to receive the Confidential Information and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the parties hereto."
"['sharing with third-parties', 'sharing with employees', 'limited use']","1. You hereby agree that the Confidential Information will be used solely for the purpose of evaluating and implementing the Transaction and that such information will be kept confidential by you; provided that any such information may be disclosed to your officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources (such Persons hereinafter collectively being referred to as your ""Representatives"" who need to know such information for the purpose of evaluating and implementing the Transaction, have been informed of the confidential nature of the Confidential Information, and have been advised that such information is to be kept confidential, and provided, further, that such officers, directors, employees, affiliates, accountants, attorneys, financial advisors, consultants, other agents or representatives and financing sources shall not be deemed to be your Representatives unless (but solely to the extent that) you furnish Confidential Information to them."
['confidentiality of agreement'],"You and the Company also each agree, on behalf of itself, its affiliates and its and their respective Representatives, that it shall not, without the prior written consent of the other party hereto, disclose to any Person the fact that Confidential Information has been made available to you, that discussions or negotiations have taken place or are taking place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof."
"['permissible development of similar information', 'permissible acquirement of similar information']","2. The term ""Confidential Information"" does not include any information which"
['permissible acquirement of similar information'],"(c) becomes available to you or your Representatives on a non-confidential basis from a Person who is not known by you or your Representatives (as applicable) to be bound by a confidentiality agreement with the Company, or is not otherwise prohibited from transmitting the information to you or your Representatives (as applicable), or"
['permissible development of similar information'],"(d) is or was independently developed by you or your Representatives without reference to, incorporation of, or other use of any Confidential Information."
['notice on compelled disclosure'],"4. In the event you or any of your Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process) to disclose any of the contents of the Confidential Information, or you or the Company or any of the respective Representatives of you or the Company become so legally compelled to disclose either the fact that discussions or negotiations are taking place concerning a possible Transaction between the Company and you, or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof, the Company and you each agrees that each party and its respective Representatives may do so without liability, but each party hereto also agrees"
['notice on compelled disclosure'],(i) to promptly notify the other party prior to any such disclosure to the extent practicable and legally permissible and
"['survival of obligations', 'permissible post-agreement possession']","Notwithstanding the foregoing, no such destruction or deletion shall be"
"['survival of obligations', 'permissible post-agreement possession']","required where prohibited by law, regulation, regulatory process or proceeding, or stock exchange regulation, or where the Confidential Information is part of the record of proceedings of your Board of Directors; provided, that any such Confidential Information so retained shall continue to be held confidential in accordance with the terms of this Agreement."
['survival of obligations'],14. This Agreement shall terminate upon the earlier to occur of
['survival of obligations'],"(a) the closing of the Transaction contemplated by this Agreement, and"
['survival of obligations'],(b) one (1) year after the date hereof.
"['sharing with third-parties', 'sharing with employees']","(iii) the term ""Representatives"" means the directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, investment bankers, financial advisors and other consultants and advisors engaged in connection with the review and evaluation of the Transaction) of the specified Party; and"
['inclusion of verbally conveyed information'],"(iv) the term ""Evaluation Material"" means all proprietary and confidential information concerning the Furnishing Party or any of its subsidiaries or affiliates, whether in verbal, visual, written, electronic or other form, which is made available by the Furnishing Party or any of its Representatives to the Receiving Party or any of its Representatives (""Primary Evaluation Material""), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations and other writings relating thereto or based in whole or in part thereon prepared by the Receiving Party or any of its Representatives (""Derivative Evaluation Material"")."
"['permissible development of similar information', 'permissible acquirement of similar information']","Notwithstanding the foregoing, the term ""Evaluation Material"" shall not include, and the Parties' obligations herein (other than their obligations under paragraph 6 of this Agreement) shall not extend to, information which"
['permissible development of similar information'],(b) was or is independently developed by the Receiving Party without use of the Evaluation Material;
['permissible acquirement of similar information'],"(d) becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source other than the Furnishing Party or any of its Representatives and such source is not, to the knowledge of the Receiving Party following reasonable inquiry, under any obligation to the Furnishing Party or any of its Representatives (whether contractual, legal or fiduciary) to keep such information confidential; or"
"['sharing with third-parties', 'sharing with employees']",All Evaluation Material
"['sharing with third-parties', 'sharing with employees']","(iii) shall be provided by the Receiving Party solely to those of its Representatives to whom disclosure is reasonably required to facilitate the Receiving Party's evaluation or consideration of the Transaction, it being the intention of the Parties to restrict the dissemination of Evaluation Material to as small a working group as practicable."
['no licensing'],The Parties agree that all Evaluation Material is and shall remain the property of the Furnishing Party.
['notice on compelled disclosure'],"If the Receiving Party or its Representatives are requested or required in any judicial, arbital or administrative proceeding or by any governmental or regulatory authority to disclose any Evaluation Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or otherwise), or the Receiving Party is so requested or required to disclose any of the facts disclosure of which is prohibited under paragraph"
['notice on compelled disclosure'],"(3)(c) of this Agreement, the Receiving Party shall give the Furnishing Party prompt notice of such request so that the Furnishing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, and, upon the Furnishing Party's request and at the Furnishing Party's expense, shall reasonably cooperate with the Furnishing Party in seeking such an order."
['confidentiality of agreement'],"(i) for such public disclosure as may be necessary, in the good faith judgment of the disclosing Party consistent with advice of counsel, for the disclosing Party not to be in violation of any applicable law, regulation or order, or"
['confidentiality of agreement'],(x) make any disclosure (and each Party shall direct its Representatives not to make any disclosure) to any person of
['confidentiality of agreement'],"(A) the fact that discussions, negotiations or investigations are taking or have taken place concerning a Transaction,"
['confidentiality of agreement'],"(B) the existence or contents of this Agreement, or the fact that either Party has requested or received Evaluation Material from the other Party, or"
['confidentiality of agreement'],"(C) any of the terms, conditions or other facts with respect to any proposed Transaction, including the status of the discussions or negotiations related thereto, or"
['no solicitation'],"For a period of one year subsequent to the termination of discussions regarding a Transaction, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for hire any person currently employed by the other Party (or any of its subsidiaries) with whom the hiring Party first has contact, or who first becomes known to the hiring Party, in the course of the Parties' discussions and due diligence with respect to the proposed Transaction; provided, however, that the foregoing provision shall not prevent either Party, without such consent, from employing any employee who"
['survival of obligations'],"Notwithstanding the return, destruction or erasure of Evaluation Material hereunder, the Receiving Party and its Representatives shall continue to be bound by their confidentiality and other obligations hereunder."
['no licensing'],"Neither Party grants a license, by implication or otherwise, under any of its trade secrets or other intellectual property rights to the Receiving Party."
"['permissible development of similar information', 'permissible acquirement of similar information']",The terms of this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Evaluation Material.
"['permissible development of similar information', 'permissible acquirement of similar information']","The Furnishing Party acknowledges that the Receiving Party may currently or in the future develop information internally, or receive information from other parties, that is similar to the Evaluation Material."
"['permissible development of similar information', 'permissible acquirement of similar information']","Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Evaluation Material, provided that"
"['permissible development of similar information', 'permissible acquirement of similar information']",the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.
['inclusion of verbally conveyed information'],"1.1 ""Proprietary Information"" means any and all information and material disclosed by Disclosing Party or any of its Representatives to Receiving Party or any of its Representatives in connection with the Proposed Transaction or in the course of the parties’ evaluation and negotiation of the Proposed Transaction, together with all communications, data, reports, analyses, compilations, studies, interpretations, records, notes, lists, financial statements or other materials or information prepared by Receiving Party or any of its Representatives that contain or otherwise reflect or are based upon, in whole or in part, any Proprietary Information of Disclosing Party or that reflect the review of, interest in, or evaluation of all or any portion of the Proposed Transaction or Disclosing Party’s business (collectively, ""Derived Information""), whether tangible or intangible, furnished or prepared in writing or in oral, graphic, electronic or any other form or manner."
['confidentiality of agreement'],"In addition, Proprietary Information shall include"
['confidentiality of agreement'],"(x) the fact that discussions or negotiations are taking place concerning the Proposed Transaction or that Interested Party has made or may make an offer to acquire Company’s stock or assets or that any Proprietary Information has been shared between the parties and their respective Representatives in connection therewith,"
['confidentiality of agreement'],"(y) the proposed terms and conditions of the Proposed Transaction (including any financial terms and conditions) and the status thereof, and"
['confidentiality of agreement'],"(z) the existence, context, and scope of this Agreement."
"['permissible development of similar information', 'permissible acquirement of similar information']",Proprietary Information shall not include information that:
['permissible acquirement of similar information'],"(ii) is or becomes known or avai1able to Receiving Party or any of its Representatives on a non-confidential basis from a source (other than Disclosing Party or any of its subsidiaries, affiliates or Representatives) that, to the best of the knowledge of Receiving Party, is not prohibited from disclosing such Proprietary Information to Receiving Party by a contractual, legal or fiduciary obligation; or"
['permissible development of similar information'],(iii) is or was independently developed by Receiving Party or any of its Representatives without violation of any obligation under this Agreement.
"['sharing with third-parties', 'sharing with employees']","1.2 ""Representatives"" means as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, financing sources, attorneys, accountants and their respective Representatives)."
"['sharing with third-parties', 'sharing with employees']","Without the written consent of Disclosing Party and except as otherwise required by applicable law, Receiving Party shall keep, and shall cause its Representatives to keep, all Proprietary Information confidential and shall not disclose or reveal, and shall cause its"
"['sharing with third-parties', 'sharing with employees']","Representatives not to disclose or reveal, in any manner whatsoever, in whole or in part, any Proprietary Information to any person, other than to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating the Proposed Transaction and who are bound by restrictions regarding the disclosure and use of such Proprietary Information (either contractual, legal or fiduciary) owed to Company, Interested Party or any their respective Representatives that are comparable to and no less restrictive than those set forth in this Agreement."
['limited use'],"Receiving Party shall not, and shall cause its Representatives to not, use any Proprietary Information for any purpose other than to evaluate the Proposed Transaction or in connection with the consummation of the Proposed Transaction."
['no reverse engineering'],"Receiving Party shall not, and shall cause its Representatives to not, decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof."
['limited use'],"Receiving Party shall not use Proprietary Information for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States."
['notice on compelled disclosure'],"If Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation (including, without limitation, my rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of Receiving Party’s securities are listed or quoted) or by legal process to disclose any Proprietary Information, or any other information concerning Disclosing Party, its subsidiaries or affiliates, Receiving Party shall provide Disclosing Party with prompt notice of such request or requirement, in order to enable Disclosing Party"
['no solicitation'],"Interested Party agrees that neither it nor its affiliates will at any time until the one year anniversary of the Effective Date, directly or indirectly, employ or solicit for employment"
['no solicitation'],(i) any key technical or management personnel of the Company that has first been introduced by the Company to the Interested Party in connection with the Proposed Transaction or who was otherwise substantively involved in the discussions of the Proposed Transaction or
['no solicitation'],"(ii) any other person who is now employed as an officer of the other party or any of its affiliates; provided, that the foregoing restrictions hall not be deemed to prohibit Interested Party or its Representatives from making general public solicitations for employment for any position or from employing any employee of the Company who either responds to such a general solicitation for employment or otherwise contacts Interested Party on his or her own initiative and without solicitation by Interested Party in contravention of the above restriction."
['confidentiality of agreement'],"Each party expressly confirms and agrees that, as of the date hereof, it is not required to make any public disclosure with respect to"
['confidentiality of agreement'],"(a) the Proposed Transaction (or the terms or conditions of any other acts relating thereto),"
['confidentiality of agreement'],"(b) any item of Proprietary Information (or the fact that Proprietary Information bas been made available to such party), or"
['confidentiality of agreement'],"(c) any discussions or negotiations taking place between the parties with respect to the Proposed Transaction, whether pursuant to the Securities Exchange Act of 1934, as amended (the ""Exchange Act""), the rules and regulations promulgated thereunder, or similar requirements related to general disclosure."
['no licensing'],"All Proprietary Information (including without limitation, all copies, extracts and portions thereof) is and shall remain the sole property of Disclosing Party, provided, that all Derived Information shall be the sole property of Receiving Party."
['no licensing'],"Receiving Party does not acquire (by license or otherwise, whether express or implied) any intellectual property rights or other rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with the express provisions of this Agreement."
['no licensing'],All rights relating to the Proprietary Information that are not expressly granted hereunder to Interested Party are reserved and retained by Disclosing Party.
['survival of obligations'],"Except as otherwise provided herein, the obligations of this Agreement, including the restrictions on disclosure and use, shall terminate on the second anniversary of the Effective Date; provided that Sections 2.5, 2.6, and 2.7 and Articles 4, 5, 6, 7, 8 and 9 shall survive any termination of this Agreement."
['permissible post-agreement possession'],"In that case, or if the"
['permissible post-agreement possession'],"Proposed Transaction otherwise is not consummated for any reason, Receiving Party shall, upon Disclosing Party’s written request, promptly deliver to Disclosing Party all Proprietary Information, and, at Disclosing Party’s sole election, return or destroy (provided that my such destruction shall be certified by a duly authorized Representative of Receiving Party) all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in Receiving Party’s or any of its Representatives’ possession; provided, that if a legal proceeding has been instituted to seek disclosure of the Proprietary Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered."
['permissible post-agreement possession'],"However, Receiving Party may retain in the office of its legal counsel, one copy of Proprietary Information for record purposes only."
['survival of obligations'],"Notwithstanding the return or destruction of any Proprietary Information, or documents or material containing or reflecting any Proprietary Information, the parties will continue to be bound by their obligations of confidentiality and other obligations hereunder for the term of this Agreement (or such other term as may be applicable to the specific obligation), except as otherwise specifically provided herein."
"['confidentiality of agreement', 'inclusion of verbally conveyed information']","As used in this letter agreement (this ""Agreement""), the term ""Evaluation Material"" means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by the Company, its Representatives or otherwise and whether furnished before, on or after the date of this Agreement, together with any and all analyses, compilations, summaries, forecasts, studies or other materials prepared by you or your Representatives that contain, are based on or otherwise incorporate, in whole or part, such information."
"['sharing with third-parties', 'sharing with employees']","The term ""Representatives"" includes, without limitation, FLIR Systems, Inc.’s affiliates and its and their respective directors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or ""controlling persons"" (within the meaning of the Securities Exchange Act of 1934, as amended (the ""1934 Act"")); provided, that, should you provide Evaluation Material to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the identity of any such financial institution."
"['sharing with third-parties', 'sharing with employees', 'limited use']",You and your Representatives
['limited use'],(i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you or your affiliates and
"['sharing with third-parties', 'sharing with employees']","(ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with the paragraph titled ""Compelled Disclosure"" below) will not, without the Company’s prior written consent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof)."
['permissible acquirement of similar information'],"The term ""Evaluation Material"" does not include any information which"
['permissible acquirement of similar information'],"(ii) was or becomes available to you on a non-confidential basis from a person not otherwise bound by a confidentiality agreement with the Company or its Representatives or prohibited from transmitting the information to you by law, contractual obligation, fiduciary duly or otherwise."
['no licensing'],"You agree that the Evaluation Material is and shall remain the property of the Company or its subsidiaries and affiliates, as applicable, and that neither the Company nor any of its Representatives, subsidiaries or affiliates has granted you any license, copyright, or similar right with respect to any of the Evaluation Material or any other information provided to you by or on behalf of the Company."
"['confidentiality of agreement', 'limited use']","Unless otherwise required by applicable law in the reasonable written opinion of your legal counsel, but only after compliance with the paragraph titled ""Compelled Disclosure"" below, neither you nor your Representatives will, without the Company’s prior written consent, disclose to any person either the fact that discussions or negotiations have taken or may take place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible Transaction, including, without limitation, the status thereof, the existence and terms of this Agreement and the fact that the Evaluation Material has been made available to you."
['confidentiality of agreement'],"Without limiting the foregoing, you hereby expressly confirm and agree that no public disclosure with respect to any discussions or negotiations concerning a possible Transaction is now required by reason of securities laws or similar requirements related to general disclosure and in the event you determine that such disclosure is required in the future, no such disclosures shall be made unless and until you have consulted, to the extent permitted by applicable law or cognizant authority, with the Company regarding the necessity and form of any such disclosure and otherwise complied with this paragraph."
['notice on compelled disclosure'],"In the event that you are requested or required to disclose all or any part of the information contained in the Evaluation Material pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or a federal, state or local governmental or regulatory body or pursuant to a civil investigative demand or similar judicial process or otherwise, to the extent permitted by applicable law or cognizant authority, you will"
['notice on compelled disclosure'],"(i) notify the Company in writing immediately of the existence, terms and circumstances surrounding such request or requirement,"
['no solicitation'],"(i) the consummation by you of a Transaction,"
['no solicitation'],"(ii) eighteen months after termination of discussions relating to a possible Transaction between you and the Company, and"
['no solicitation'],"(iii) two years from the date of this Agreement, you will not, without the Company’s prior written consent, directly or indirectly solicit for purposes of employment, offer to hire, entice away or offer to enter into any contract with, or hire any employee of the Company: provided, however, that this paragraph shall not prohibit you or any of your Representatives from engagement in any general advertising or general solicitation not targeted to the Company’s employees or hiring employees who respond to such a solicitation with no other action or by you or your Representatives in violation of this provision: and provided, further, that, following execution by you and the Company of a definitive agreement providing for a Transaction between you and the Company, this paragraph shall not prohibit you or any of your Representatives from offering employees employment in anticipation of and conditioned upon the consummation of such Transaction."
['return of confidential information'],"If you determine that you do not wish to proceed with a Transaction or your evaluation thereof, you will promptly advise the Company and Stone Key in writing of that decision."
['return of confidential information'],"In that case, or in the event that"
['return of confidential information'],(i) a Transaction is not consummated by you or
['return of confidential information'],"(ii) at any time the Company so requests, you will promptly"
['return of confidential information'],"(a) deliver to the Company all of the Evaluation Material, including all copies, reproductions, summaries, analyses or extracts thereof or based thereon in your possession or in the possession of any of your Representatives or"
['return of confidential information'],(b) destroy all Evaluation Material in your possession or in the possession of any of your Representatives (such destruction to be certified by you in writing to the Company).
['survival of obligations'],"Notwithstanding the delivery or destruction of the Evaluation Material, you agree that you and your Representatives shall continue to be bound by your obligations under this Agreement."
['inclusion of verbally conveyed information'],"1. Confidential Information: ""Confidential Information"" means all information which is non-public, confidential or proprietary in nature, whether transferred in writing, orally, visually, electronically or by other means, disclosed by the Corporation or its representatives to the Recipient on or after the date hereof and for the Purpose."
"['permissible development of similar information', 'permissible acquirement of similar information']",Confidential Information shall not include information that
"['sharing with third-parties', 'sharing with employees']","(i) is or becomes generally available to the public other than as a result of a disclosure, in violation of this agreement, by the Recipient or any of its officers, directors, employees, agents, advisors, members of its advisory committee, lawyers, accountants, auditors or representatives who have been informed of the Confidential Information by the Recipient (collectively, ""Representatives""),"
['permissible acquirement of similar information'],"(iii) is or becomes available to the Recipient or its Representatives from a source other than the Corporation or its representatives; provided that the source of such information was not known by the Recipient or its Representatives to be prohibited from disclosing such information to the Recipient or its Representatives by a legal, contractual or fiduciary obligation, or"
['permissible development of similar information'],(iv) has otherwise been independently acquired or developed by the Recipient or its Representatives without violating any obligations under this agreement.
"['sharing with third-parties', 'sharing with employees']","2. Non-disclosure of Confidential Information: During the period commencing on the date of this agreement and ending on the date of termination in section 9, the Recipient will take all commercially reasonable measures to ensure the continued confidentiality of the Confidential Information and shall not disclose it to anyone except"
"['sharing with third-parties', 'sharing with employees']","(i) to the Recipient’s Representatives under the limited terms and conditions set forth in section 3, or"
['confidentiality of agreement'],"Recipient further agrees not to disclose the contemplated transaction, the existence of discussions between the parties regarding the contemplated transaction or the nature or substance of those discussions to any person or entity other than the Corporation or its representatives."
['limited use'],3. Use of Confidential Information: The Recipient shall use Confidential Information solely for the Purpose and for no other purpose.
"['sharing with third-parties', 'sharing with employees']",The Recipient shall permit its Representatives access to the Confidential Information only to the extent necessary to allow them to assist the Recipient in the Purpose.
['notice on compelled disclosure'],"If the Recipient or any of its Representatives is requested to disclose any Confidential Information in connection with any legal or administrative proceeding or investigation, or is required by law, regulation, stock exchange or regulatory authority to disclose any Confidential Information, such person or entity will"
['notice on compelled disclosure'],"(i) promptly notify the Corporation of the existence, terms and circumstances surrounding such a request or requirement (unless prohibited by law, regulation or order of a court or administrative tribunal) so that the Corporation may seek a protective order or other appropriate remedy, or waive compliance with the provisions of this agreement, and"
['permissible post-agreement possession'],"As soon as practicable after receipt of a written notice from the Corporation to the Recipient, the Recipient shall"
['permissible post-agreement possession'],"(i) at its election, either destroy or return to the Corporation all Confidential Information furnished by the Corporation which is in tangible or electronic form, including any copies which the Recipient or its Representatives have made, and"
['permissible post-agreement possession'],"(ii) certify to the Corporation, in writing, that the Recipient has done the foregoing."
"['survival of obligations', 'permissible post-agreement possession']","Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, will remain subject to the confidentiality obligations set forth in this agreement."
['permissible post-agreement possession'],"Notwithstanding the foregoing, the Recipient may retain"
['permissible post-agreement possession'],(i) one copy of the Confidential Information solely for evidentiary purposes in the event of any dispute or proceeding based on or arising from this agreement and
['permissible post-agreement possession'],(ii) copies of any computer records and files containing any Confidential Information that have been created pursuant to the Recipient’s automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course.
['permissible post-agreement possession'],"Notwithstanding the foregoing, the obligation to return or to destroy the Confidential Information does not apply to any notes or information which has been incorporated into the books and records of any board of directors, advisory committee or similar governing body of the Recipient."
['no licensing'],"8. No Further Rights in Confidential Information: Nothing contained in this agreement shall be construed as granting or conferring any right, title or interest in, or any license or right to use, the Confidential Information, by implication or otherwise other than for the Purpose."
['survival of obligations'],The covenants contained in this agreement shall terminate and expire on the date that is the first anniversary of the date first set out above on this agreement.
['confidentiality of agreement'],"(b) ""Blueknight Non-public Information"" shall mean information pertaining to Blueknight, the General Partner and/or their respective Affiliates that has not been Publicly Disclosed and that Blueknight or the General Partner discloses to Receiving Party, including, without limitation, the existence of the Refinancing Meeting (as defined below) and attendance by Receiving Party or any other limited partner of Blueknight at such meeting and all information regarding the refinancing disclosed, discussed or made available to Receiving Party at the Refinancing Meeting."
"['permissible development of similar information', 'permissible acquirement of similar information']","The term Blueknight Non-public Information shall not include, however, information which"
['permissible acquirement of similar information'],"(ii) was or becomes available to Receiving Party on a non-confidential basis prior to or after its disclosure by Blueknight or the General Partner from a person, other than Blueknight or the General Partner, who is not known by Receiving Party to be bound by an obligation to Blueknight or the General Partner to keep such information confidential or"
['permissible development of similar information'],(iii) is developed independently by Receiving Party without use of Blueknight Non-public Information and without violating any of the provisions of this Agreement.
['sharing with employees'],Receiving Party shall
['sharing with employees'],"(b) not disclose to any other person the fact that Blueknight Non-public Information has been made available to Receiving Party, except, in each case, to the extent that Receiving Party is requested pursuant to, or required by, applicable law or regulation (including any filings required (and disclosures contained therein) under Section 13(d) of the Exchange Act) or by legal process (including by deposition, interrogatory, request for documents, subpoena, or similar process) to disclose any such information; provided, however, that Receiving Party may disclose such information to such of its representatives who need such information for the purpose of evaluating or assisting with Receiving Party’s investment in Blueknight, it being understood that such representatives shall be informed in advance by Receiving Party of the confidential nature of such information and Receiving Party shall be responsible for any breach of the provisions of this letter by such representatives."
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']","Furthermore, the parties agree that"
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']","(y) all conduct of, or oral statements made by, Blueknight, the General Partner, Receiving Party or their respective representatives at the Refinancing Meeting that concern prospective settlement of the disputed claims (other than such conduct or statements containing information which"
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']","(1) is or becomes generally available to the public other than as a result of disclosure by the party receiving the information at the Refinancing Meeting in breach of this Agreement,"
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']",(2) was or becomes available to the party receiving the information at the Refinancing Meeting on a non-confidential basis prior to or after its disclosure at the Refinancing Meeting from a person who is not known by the party receiving the information at the Refinancing Meeting to be bound by an obligation to the party disclosing such information at the Refinancing Meeting to keep such information confidential or
"['permissible development of similar information', 'inclusion of verbally conveyed information', 'permissible acquirement of similar information']",(3) is developed independently without use of conduct or statements at the Refinancing Meeting that concern prospective settlement of the disputed claims and without violating any of the provisions of this Agreement) are inadmissible and may not be used in any subsequent proceeding under applicable federal or state rules of evidence.
['survival of obligations'],(c) This Agreement and the obligations of the parties hereunder (other than Section 4(b)) shall terminate upon the earlier to occur of
['survival of obligations'],"(iii) with respect to any Section of this Agreement (other than Section 4(b)), such earlier time as set forth in such Section."
['survival of obligations'],Section 4(b) of this Agreement and the obligations of the parties under Section 4(b) shall terminate upon the date that is ten (10) years from the date hereof.
"['sharing with third-parties', 'sharing with employees']","As a condition to such information being furnished to each party, its affiliates, its subsidiaries and other individuals and entities controlled, directly or indirectly, by such party (""Affiliates""), and the respective directors, employees, consultants, accountants, attorneys and advisors of such party and its Affiliates with which such party has entered into confidentiality agreements with material terms that are substantially similar to those in this Agreement (collectively with such Affiliates, ""Associates""), each party agrees such information shall be provided to Associates for the limited purpose of evaluating, negotiating or consummating the Transaction, to treat the other party’s Confidential Information in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions, as described in this Agreement."
['inclusion of verbally conveyed information'],"""Confidential Information"" means any information, technical data or know-how, including, but not limited to, that which relates to research, product or service plans, business practices, agreement terms, products, services, employees, suppliers, customers, technology or other strategic partners, stockholders, markets, software, know-how, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, notes, analyses or studies and all tangible and intangible embodiments thereof of any kind whatsoever, whether conveyed in writing or orally by the disclosing party or its Associates to the receiving party or its Associates in connection with the evaluation of a Transaction."
"['permissible development of similar information', 'permissible acquirement of similar information']","Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which:"
['permissible acquirement of similar information'],"(iii) is obtained by the receiving party or its Associates from a source other than the disclosing party or its Associates, which source would not be reasonably expected by the"
['permissible acquirement of similar information'],receiving party or its Associates to have any obligation of confidentiality to the disclosing party with respect to such information;
['permissible development of similar information'],(v) the receiving party or its Associates can document was independently developed by the receiving party or its Associates without use of or reference to the disclosing party’s Confidential Information.
"['sharing with third-parties', 'sharing with employees']",Neither party will disclose any Confidential Information of the other party to third parties except those of its Associates who are required to have the information in order to evaluate and discuss a Transaction.
['confidentiality of agreement'],"The existence and the terms of this Agreement, any Transaction, the fact that any Confidential Information has been provided to the other party, and the existence, nature and status of any discussions between the parties shall be treated as Confidential Information hereunder, shall be maintained in strict confidence by the parties hereto and by their respective Associates and, subject to Section 3 of this Agreement, shall not be disclosed to any third party."
['notice on compelled disclosure'],"In the event that a receiving party or its Associates is or becomes legally compelled under applicable law, regulation or securities exchange listing agreement, or by a competent governmental, administrative or regulatory authority or in a proceeding before a court, arbitrator or administrative agency, whether or not as a result of a Transaction to which the Company has consented, to disclose any portion of the Confidential Information of a disclosing party, that discussions or negotiations between the parties hereto are taking place or have taken place, or any of the terms, conditions or other facts with respect to a Transaction, including the status thereof, the receiving party will, and will direct its"
['notice on compelled disclosure'],"Associates to, provide the disclosing party with prompt written notice (unless prohibited by law) of such legal compulsion, and shall delay disclosure, if and to the extent permitted or practicable, until the disclaiming party has had an opportunity to seek a protective order or other appropriate remedy or to waive compliance by the receiving party and/or its Associates with the relevant provisions of this Agreement."
['no licensing'],"Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into, and the undertaking of or the advising with respect to, a Transaction."
"['permissible development of similar information', 'permissible acquirement of similar information']","Each disclosing party acknowledges that the receiving party or its Associates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party’s Confidential Information."
['permissible development of similar information'],"Nothing in this Agreement will prohibit the receiving party or its Associates from developing, manufacturing, marketing, selling, servicing or supporting or having developed, manufactured, marketed, sold, serviced or supported for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party’s Confidential Information, provided that the receiving party and its Associates do not use any of the disclosing party’s Confidential Information in connection with such activities."
"['no licensing', 'permissible acquirement of similar information']","The receiving party’s employees may use any Residuals for any purpose, provided that this paragraph does not grant or imply any license or other right to use any patent, trademark, copyright, mask work right or other intellectual property right."
['permissible acquirement of similar information'],"""Residuals"" means information that is retained, as general knowledge and experience, in the"
['permissible acquirement of similar information'],"unaided memory of the receiving party’s employees who have had access to the disclosing party’s Confidential Information within the scope of the receiving party’s obligations under this Agreement, but who no longer have access to such Confidential Information."
['permissible acquirement of similar information'],"However, Residuals does not include any detailed financial or personnel data."
['permissible post-agreement possession'],"Notwithstanding the foregoing, the receiving party and its Associates may retain any Confidential Information to the extent required pursuant to the regulatory compliance or record retention policies of such receiving party or Associate."
['survival of obligations'],The foregoing commitments of either party in this Agreement regarding the confidentiality and non-use of Confidential Information shall survive any termination of discussions between the parties and shall continue for a period of eighteen
['survival of obligations'],(18) months following the date of this Agreement.