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3.2 Notwithstanding Clause [3.1(a)], the Recipient may disclose the Confidential Information to its [officers, employees, professional advisers, insurers, agents and sub-contractors] [who have a need to have access to the Confidential Information for the performance of their work with respect to the Permitted Purpose and] who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Recipient agrees and undertakes: (a) that it will keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Discloser's prior written consent[, and then only under conditions of confidentiality no less onerous than those contained in this Agreement]; (b) that it will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and [(c) that it will act in good faith at all times in relation to the Confidential Information, and will not use any of the Confidential Information for any purpose other than the Permitted Purpose.] | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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This Clause [3] imposes no obligations upon the Recipient with respect to Confidential Information which: (a) is known to the Recipient before disclosure by [or on behalf of] the Discloser, and is not subject to any obligation of confidentiality; (b) is or becomes publicly known through no act or default on the part of the Recipient; or [(c) is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of a duty of confidence.] | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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“Confidential Information” means: [(a) any information disclosed by [or on behalf of] the Discloser to the Recipient [during the Term / before the end of the Term] (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Recipient to be confidential;] [(b) the terms [(but not the existence)] of this Agreement; and]5 | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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2. Definition. "Confidential Information" includes, but is not limited to prototypes, trade secrets, intellectual property, information, technical data, research, products, software, services, development, macros, source code, unreleased software, inventions, ideas, processes, designs, drawings, engineering, marketing, markets, customer information, business plans, business policies or practices, forecasts or financial information, team process, design process, part supply, pricing, development process and procedures, disclosed by Party One and Party Two under this Agreement which at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, but not be limited to, all materials marked "Confidential Information". The confidential business information which is to be provided by Party One to Party Two is the sole property of Party One, including but not limited to; financial information, printed material, marketing brochures and literature, photographs, videos, plans, methods, policies and strategies; insofar as the same are and remain confidential business information of Party One not generally known or available to the public. | Confidential Information shall only include technical information. | 0contradiction
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2. Definition. "Confidential Information" includes, but is not limited to prototypes, trade secrets, intellectual property, information, technical data, research, products, software, services, development, macros, source code, unreleased software, inventions, ideas, processes, designs, drawings, engineering, marketing, markets, customer information, business plans, business policies or practices, forecasts or financial information, team process, design process, part supply, pricing, development process and procedures, disclosed by Party One and Party Two under this Agreement which at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, but not be limited to, all materials marked "Confidential Information". | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Information shall be deemed not to be confidential if such information is or becomes publicly known through no wrongful act of the receiving party, or is already known by the receiving party as evidenced by competent proof thereof, or is approved for release by the prior written approval of the disclosing party, or is rightfully received by the receiving party from a third party without restriction and without breach of this agreement, or is disclosed by the disclosing party to a third party without a similar restriction on the rights of such third party, or is independently developed by the receiving party without the use of the Confidential Information. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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[5.3 Within [5] working days following the date of effective termination of this Agreement the Recipient will destroy or return to the Discloser (at the Discloser's option) all media containing Confidential Information, and will irrevocably delete and remove all Confidential Information from its computer systems.] | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; | Confidential Information may include verbally conveyed information. | 1entailment
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9. Non-solicitation: Each party agrees that, for a period of 18 months following the date of this Agreement, it shall not solicit to employ or enter into a consulting arrangement with any of the officers, employees, directors or consultants of the other party which whom such party has had contact or were identified to such party in connection with its evaluation of a possible transaction between the parties. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; (b) be disclosed only to employees of Party Two who have executed written confidentiality agreements with the employer; and (c) be reproduced or used by Party Two only to the extent necessary to fulfill it’s obligations hereunder. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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Information shall be deemed not to be confidential if such information is or becomes publicly known through no wrongful act of the receiving party, or is already known by the receiving party as evidenced by competent proof thereof, or is approved for release by the prior written approval of the disclosing party, or is rightfully received by the receiving party from a third party without restriction and without breach of this agreement, or is disclosed by the disclosing party to a third party without a similar restriction on the rights of such third party, or is independently developed by the receiving party without the use of the Confidential Information. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; (b) be disclosed only to employees of Party Two who have executed written confidentiality agreements with the employer; and | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity; (b) be disclosed only to employees of Party Two who have executed written confidentiality agreements with the employer; and (c) be reproduced or used by Party Two only to the extent necessary to fulfill it’s obligations hereunder. Party One and Party Two shall protect shared Confidential Information with the same degree of care as it normally exercises to protect its own confidential information of similar nature, but at a minimum with a reasonable degree of care to prevent its unauthorized use, dissemination or publication. Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Information shall be deemed not to be confidential if such information is or becomes publicly known through no wrongful act of the receiving party, or is already known by the receiving party as evidenced by competent proof thereof, or is approved for release by the prior written approval of the disclosing party, or is rightfully received by the receiving party from a third party without restriction and without breach of this agreement, or is disclosed by the disclosing party to a third party without a similar restriction on the rights of such third party, or is independently developed by the receiving party without the use of the Confidential Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; | Confidential Information shall only include technical information. | 0contradiction
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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2. Definition. "Confidential Information" includes, but is not limited to prototypes, trade secrets, intellectual property, information, technical data, research, products, software, services, development, macros, source code, unreleased software, inventions, ideas, processes, designs, drawings, engineering, marketing, markets, customer information, business plans, business policies or practices, forecasts or financial information, team process, design process, part supply, pricing, development process and procedures, disclosed by Party One and Party Two under this Agreement which at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential. Confidential Information shall include, but not be limited to, all materials marked "Confidential Information". | Confidential Information may include verbally conveyed information. | 2neutral
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9. Non-solicitation: Each party agrees that, for a period of 18 months following the date of this Agreement, it shall not solicit to employ or enter into a consulting arrangement with any of the officers, employees, directors or consultants of the other party which whom such party has had contact or were identified to such party in connection with its evaluation of a possible transaction between the parties. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Each party shall be entitled to disclose Confidential Information of the other party where compelled by law to so disclose pursuant to any legal, judicial or administrative proceeding, provided the disclosing party provides all reasonable prior notice to the other party to allow it to seek a protective order or other appropriate relief. Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party. 4. Use. Party One and Party Two each agrees not to use the other party's Confidential Information for its own use or for any purpose except for the purpose described in Section 1. Party One and Party Two each agrees not to disclose the confidential information to others, without the express written permission of the other party. 5. Future Development. Party Two shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, based upon or derived from the Confidential Information provided by Party One , except as may be expressly agreed to in writing by Party One . 6. Property Rights, Return of Materials. All materials, including Confidential Information disclosed by Party One and Party Two under this Agreement shall remain the property of the disclosing party. Each party shall, upon the completion of the purpose of this Agreement or request by the other party, return all materials received or obtained under this Agreement, including Confidential Information, and all copies and all documents containing any portion of any Confidential Information. 7. Disclosure Required by Law. Notwithstanding anything to the contrary contained in paragraphs 3 and 4 hereof, the Confidential Information may be disclosed to the extent that such disclosure is necessary to comply with any law, regulation, or order of court, provided that each party shall give the other party reasonable advance notice of any such proposed disclosure, shall use its reasonable best efforts to secure an agreement in writing to be bound by the provisions of paragraphs 3 and 4 of this Agreement from any person obtaining access to the Confidential Information pursuant to this paragraph 7, and shall advise the other party in writing of the manner of such disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon receipt by the Recipient of a written demand from the Disclosers: 8.1.1 the Recipient must return or procure the return to the Disclosers or, as the Disclosers may require, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies; 8.1.2 if the Disclosers requires, the Recipient must provide the Disclosers with a certificate or such other evidence as the Disclosers may reasonably require duly signed or executed by an officer of the Recipient confirming that the Recipient has complied with all of its obligations under this Agreement including about return, destruction and deletion of Confidential Information and media; 8.1.3 the Recipient must delete or procure the deletion of all electronic copies of Confidential Information; and 8.1.4 the Recipient must make, and procure that the Authorised Persons shall make, no further Use of the Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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The Recipient acknowledges that ownership of the Confidential Information including all Intellectual Property Rights in the Confidential Information remains vested in and shall vest in the Disclosers and its licensors, and that no licence or right is granted other than to the extent expressly set out in this Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: (a) data, ideas and information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with this Agreement and any information utilised in or relating to the Disclosers (or its Group Members’) business (including information relating to products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs); (b) information relating to the customers, suppliers, methods, products, plans, finances, trade secrets or otherwise to the business or affairs of the Disclosers (or its Group Members); (c) information acquired by observation by the Recipient or any Authorised Person at the offices of or other premises of the Disclosers relating to the Purpose or to the affairs of the Disclosers; (d) analyses, ideas, compilations, studies and other material created by the Recipient or any Authorised Person which contain or otherwise reflect or are generated or derived from the information referred to above; and (e) the contemplation and implementation of the Purpose, and the existence and content of this Agreement; | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: (a) data, ideas and information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with this Agreement and any information utilised in or relating to the Disclosers (or its Group Members’) business (including information relating to products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials and general business affairs); (b) information relating to the customers, suppliers, methods, products, plans, finances, trade secrets or otherwise to the business or affairs of the Disclosers (or its Group Members); (c) information acquired by observation by the Recipient or any Authorised Person at the offices of or other premises of the Disclosers relating to the Purpose or to the affairs of the Disclosers; (d) analyses, ideas, compilations, studies and other material created by the Recipient or any Authorised Person which contain or otherwise reflect or are generated or derived from the information referred to above; and (e) the contemplation and implementation of the Purpose, and the existence and content of this Agreement; Group Member means in relation to a party, any undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time; Intellectual Property Rights means intellectual and industrial property rights, including copyright (including moral rights), patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in trade and business names and all similar rights and, in each case: | Confidential Information shall only include technical information. | 0contradiction
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: | Confidential Information may include verbally conveyed information. | 1entailment
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. 2.5 Neither party shall be required to keep confidential any information which is, or becomes, publicly available, is independently developed by either party outside the scope of this agreement, or is rightfully obtained from third parties. 3. Materials ownership and copyright 3.1 Each party shall retain sole ownership of the software developed within their respective systems for the purpose of the interface. 3.2 Any Business Partner shall maintain the material as confidential and shall not publish, disclose or distribute all or any portion of it (or any copies of it) to any other person or permit any other person access to it, save for employees, consultants or agents of the Business Partner for purposes specifically related to Mandarin’s use of the material. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Nothing in this agreement shall be construed as granting Recipient any rights of any kinds in the Confidential Information, by license or otherwise. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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2.1. Either party agrees that it shall ensure that it and its associated companies and their respective officers and employees shall keep confidential, both during and after the duration of the agreement, all information which: 2.2. Consists of any of the commercial secrets of the other party; or 2.3 Consists of any other information of a confidential nature belonging to, or connected with, the other party and its activities and clients, and designated by such party as confidential; 2.4 And undertakes not to disclose any of such information to any third party without the prior written permission of the other party except as required by any applicable law or government regulation, and provided that each party may disclose the agreement on a confidential basis to its public accountants, attorneys and financial advisors and/or funders. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Confidential Information shall only include technical information. | 2neutral
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The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The delivery of such material shall not relieve Recipient of its obligation of confidentiality or other obligations hereunder. 5 Nothing in this agreement shall be construed as granting Recipient any rights of any kinds in the Confidential Information, by license or otherwise. 6 This agreement shall be governed by the laws of Belgium. All disputes or differences arising in connection with this agreement which cannot be settled amicably shall be finally settled by arbitration in Brussels under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators to be appointed under the terms of those rules. In any arbitration in which there are three arbitrators, the chairman shall be of juridical education. It shall be conducted in English. The award of the arbitration will be final and binding upon the parties concerned. The parties concerned may instead elect to resolve by mediation a dispute or difference arising in connection with this agreement which cannot be settled amicably. 7 Any Disclosing Party may act individually in relation to the Recipient under this Non Disclosure Agreement. 8 This agreement shall come into force after signature of both parties hereto on the Effective Date and shall expire on February 28, 2009. The obligations pursuant to Article 2 shall remain valid for the Recipient even after the end of this agreement for a period of five (5) years thereafter. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: | Confidential Information may include verbally conveyed information. | 2neutral
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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2 Recipient shall hold the Confidential Information in strict confidence and shall take all reasonable and prudent precautions to prevent the Confidential Information from reaching third parties. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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These obligations shall cease as to any information which Recipient can document thereafter became or becomes available to the public, otherwise than as a result of disclosure by Recipient or was or is disclosed to Recipient by a party unrelated to Recipient, that does not have a nondisclosure obligation with respect to it. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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Recipient shall use the Confidential Information exclusively for HySafe purposes, especially to advice the Governing Board of HySafe. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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6. Each party's Confidential Information shall remain its own property. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Confidential Information shall only include technical information. | 2neutral
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The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The Recipient's obligations under this Agreement do not apply to, and the term Confidential Information does not include, any information to the extent to which the Recipient can prove to the Disclosers’ reasonable satisfaction has been agreed by the Disclosers in writing as being excluded from Confidential Information. 4.2 The Recipient shall not be in breach of its obligations under this Agreement to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided in each case the Recipient, to the extent permitted by the foregoing requirement, immediately notifies the Disclosers in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the Disclosers in relation to the disclosure. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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2. Neither party has any obligation with respect to any Confidential Information which (a) that party independently develops without reference to the Confidential Information; | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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Confidential Information means any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means ) which is confidential in nature, designated orally or in writing by the Disclosers as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the Disclosers (directly or indirectly) by any means to the Recipient (or to any Authorised Person) including without limitation via its legal representatives before or after the date of this Agreement in connection with or in anticipation of the Purpose including: | Confidential Information may include verbally conveyed information. | 2neutral
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The Disclosers may (but are not obliged to) disclose during the term of this Agreement, and/or may have already disclosed, Confidential Information to the Recipient for the Purpose and, in consideration of the Disclosers disclosing any Confidential Information to the Recipient and the payment to the Recipient of £1 (one pound) the receipt of which is acknowledged by the Recipient), the Recipient undertakes to the Disclosers that it shall, and shall procure that its Authorised Persons shall: 2.1.1 keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with clause 3; 2.1.2 not Use any Confidential Information in any way except to the extent reasonably necessary for the Purpose, and not Use or benefit from any Confidential Information to procure any commercial advantage over the Disclosers; and | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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4. Neither party may print or copy, in whole or in part, any documents or magnetic media containing any Confidential Information without the prior written consent of the other party other than copies for employees or consultants who are working on the matter and have a need to know. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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2. Neither party has any obligation with respect to any Confidential Information which (a) that party independently develops without reference to the Confidential Information; (b) is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; (c) is disclosed to it by a third person who is not required to maintain its confidentiality; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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5. Neither party may use the other's Confidential Information for any purpose but the Business Purpose stated above. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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2. Neither party has any obligation with respect to any Confidential Information which (a) that party independently develops without reference to the Confidential Information; (b) is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; (c) is disclosed to it by a third person who is not required to maintain its confidentiality; | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. | Confidential Information shall only include technical information. | 2neutral
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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2. Neither party has any obligation with respect to any Confidential Information which (a) that party independently develops without reference to the Confidential Information; | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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5. Neither party may use the other's Confidential Information for any purpose but the Business Purpose stated above. | Confidential Information may include verbally conveyed information. | 2neutral
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6. Each party's Confidential Information shall remain its own property. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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4. Neither party may print or copy, in whole or in part, any documents or magnetic media containing any Confidential Information without the prior written consent of the other party other than copies for employees or consultants who are working on the matter and have a need to know. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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8. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party's Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a prospective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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This obligation of confidentiality and non-use does not apply to information which: 1. Was in our possession before the Inventor disclosed it to me/us. 2. Is made publicly available after its disclosure to me/us other than by any act or omission by us. 3. Becomes known to us after its disclosure by (b) (Inventor’s name) from a third party who is under no obligation of confidentiality to (b) (Inventor’s name) | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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3. Each party may disclose Confidential Information only on a need-to-know basis to its own employees and to its consultants under appropriate written burden of confidentiality. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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Concerning the (d) (Insert brief description of invention) and we will not use it for our own benefit or disclose it to any other party without the written approval of: (b) (Inventor’s name) | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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