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Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. | Confidential Information shall only include technical information. | 0contradiction
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If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. | Confidential Information may include verbally conveyed information. | 1entailment
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If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; | 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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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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“Information” means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written Submission documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship; | Confidential Information shall only include technical information. | 0contradiction
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; c. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and d. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such Information, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. | Confidential Information may include verbally conveyed information. | 2neutral
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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law): a. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant access request, court order or other evidence giving rise to such belief) in advance of the required disclosure, to enable the Disclosing Party to seek appropriate protective relief and/or to take other steps to resist or narrow the scope of any required disclosure; b. where it is not permitted in law to notify the requirement for disclosure in advance of the required disclosure, notify the Disclosing Party as soon as reasonably practicable after the disclosure confirming the nature of and extent of the disclosure; and | 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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3. The obligations set out in clause 2 shall not apply to Information that: a. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or b. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or c. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. | Confidential Information shall only include technical information. | 2neutral
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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In consideration of the said discussions both parties agree: 1) that this agreement does not oblige or imply any obligation on either party to enter into any transaction or further agreement. 2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it. 3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected. 5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted. 6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. | Confidential Information may include verbally conveyed information. | 1entailment
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Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any 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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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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In consideration of the said discussions both parties agree: 1) that this agreement does not oblige or imply any obligation on either party to enter into any transaction or further agreement. 2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it. 3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected. 5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted. 6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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b. The Information, including any material support containing Information, will remain the exclusive property of the disclosing Party and the receiving Party will not acquire any right, title, license or interest on or to the Information. c. For any disputes arising from the supply, receipt or use of Information by an Affiliate of a Party, this Party shall bear sole responsibility for the purposes of this Agreement. “ ” shall mean any company controlling, controlled by, or under common control with a Party to this Agreement, control meaning in this context the direct or indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate more than half of the directors, or the power otherwise to determine the policy of a company or organisation. 2. Use of Information a. The receiving Party undertakes not to use the Information disclosed to it for any purpose except the Purpose. This Agreement does not constitute a license by implication or otherwise to use the Information commercially or otherwise. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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All such confidential information shall be referred to hereinafter as " ". Information shall also include the identity of the Parties, the contents of this agreement and the fact that they have entered into this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. | Confidential Information shall only include technical information. | 2neutral
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In consideration of the said discussions both parties agree: 1) that this agreement does not oblige or imply any obligation on either party to enter into any transaction or further agreement. 2) that this agreement may only be modified or waived by a separate written agreement between the parties which specifically and expressly modifies or waives this agreement or part of it. 3) that this agreement shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 4) that in the event of any term of this agreement being held to be illegal or unenforceable either in whole or in part that term shall be deemed not to be part of this agreement but the enforceability of the remainder shall be unaffected. 5) that any notices under this agreement shall be sent by first-class prepaid post to the address of the recipient party as set out in this letter and shall be deemed to have been received on the second week day (that is, any day excluding Sundays or public or bank holidays in England) following the day on which it was posted. 6) that the provisions of this agreement shall last for the duration of the discussions relating to the Proposed Transaction and for 2 years following their conclusion. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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b. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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All information disclosed by a Party or by Affiliates of a Party to the other Party or its respective Affiliates orally, electronically, writing or by any other means during the data sharing negotiations shall be considered as confidential unless expressly stated otherwise by the disclosing Party. | Confidential Information may include verbally conveyed information. | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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b. The Parties shall disclose the Information to their employees, Affiliates, external experts and/or consultants only on a need to know basis and only to the extent absolutely necessary for the Purpose. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the Confidential Information). | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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YOU AGREE WITH US: A) that the Confidential Information shall comprise all information (in whatever form, including written, oral or electronic and including material created from such information provided to us by you such as notes, reports or analyses) provided by us to you or any third party on our behalf in connection with the Proposed Transaction, including the fact that discussions relating to the Proposed Transaction are taking place between us. B) to keep the Confidential Information secret at all times C) not to use the Confidential Information in whole or in part, either during or after the discussions relating to the Proposed Transaction, for any purpose apart from in connection with our discussions relating to the Proposed Transaction. D) to reveal the Confidential Information only to those of your employees or third party advisers who need to know in connection with our discussions relating to the Proposed Transaction. E) to take all proper and reasonable measures to ensure the confidentiality and security of the Confidential Information at all times. F) to acknowledge that the property and copyright in the Confidential Information belongs to us and that no licence or any other right is granted to you in respect of the Confidential Information. G) to destroy immediately on our written request all Confidential Information in your possession including any copies made (save where we are required pursuant to some law or enactment or regulation or the rules of any Stock Exchange to retain originals or copies of any of the 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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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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b. The Parties shall disclose the Information to their employees, Affiliates, external experts and/or consultants only on a need to know basis and only to the extent absolutely necessary for the Purpose. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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a. The receiving Party undertakes not to use the Information disclosed to it for any purpose except the Purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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(1) Upon the completion of my engagement as an employee, consultant, or subcontractor under the contract, or the completion of my work on the PCII Program, whichever occurs first, I will surrender promptly to the PCII Program Manager or his designee, or to the appropriate PCII officer, PCII of any type whatsoever that is in my possession. (2) If the Authorized Entity is a United States Government contractor performing services in support of the PCII Program, I will not request, obtain, maintain, or use PCII unless the PCII Program Manager or Program Manager’s designee has first made in writing, with respect to the contractor, the certification as provided for in Section 29.8(c) of the implementing regulations to the CII Act, as amended. (b) For SSI and SBU - I hereby agree that material which I have in my possession and containing information covered by this Agreement, will be handled and safeguarded in a manner that affords sufficient protection to prevent the unauthorized disclosure of or inadvertent access to such information, consistent with the laws, regulations, or directives applicable to the specific categories of information. I agree that I shall return all information to which I have had access or which is in my possession 1) upon demand by an authorized individual; and/or 2) upon the conclusion of my duties, association, or support to DHS; and/or | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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All such confidential information shall be referred to hereinafter as " ". Information shall also include the identity of the Parties, the contents of this agreement and the fact that they have entered into this Agreement. | Confidential Information shall only include technical information. | 2neutral
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All information disclosed by a Party or by Affiliates of a Party to the other Party or its respective Affiliates orally, electronically, writing or by any other means during the data sharing negotiations shall be considered as confidential unless expressly stated otherwise by the disclosing Party. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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11. Unless and until I am released in writing by an authorized representative of the Department of Homeland Security (if permissible for the particular category of information), I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted conditional access, and at all times thereafter. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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b. This Agreement shall be valid when signed by duly authorised representatives of the Parties and shall be binding on each Party for 10 (ten) years as from the date of signature of the last signatory, even if at the end of the negotiations a data sharing agreement is not signed between the Parties, or until such time as the Information enters into the public domain. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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All such confidential information shall be referred to hereinafter as " ". Information shall also include the identity of the Parties, the contents of this agreement and the fact that they have entered into this Agreement. | Confidential Information may include verbally conveyed information. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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b. The Parties shall disclose the Information to their employees, Affiliates, external experts and/or consultants only on a need to know basis and only to the extent absolutely necessary for the Purpose. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s 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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b. The Information, including any material support containing Information, will remain the exclusive property of the disclosing Party and the receiving Party will not acquire any right, title, license or interest on or to the Information. c. For any disputes arising from the supply, receipt or use of Information by an Affiliate of a Party, this Party shall bear sole responsibility for the purposes of this Agreement. “ ” shall mean any company controlling, controlled by, or under common control with a Party to this Agreement, control meaning in this context the direct or indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate more than half of the directors, or the power otherwise to determine the policy of a company or organisation. 2. Use of Information a. The receiving Party undertakes not to use the Information disclosed to it for any purpose except the Purpose. This Agreement does not constitute a license by implication or otherwise to use the Information commercially or otherwise. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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b. The Information, including any material support containing Information, will remain the exclusive property of the disclosing Party and the receiving Party will not acquire any right, title, license or interest on or to the Information. c. For any disputes arising from the supply, receipt or use of Information by an Affiliate of a Party, this Party shall bear sole responsibility for the purposes of this Agreement. “ ” shall mean any company controlling, controlled by, or under common control with a Party to this Agreement, control meaning in this context the direct or indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate more than half of the directors, or the power otherwise to determine the policy of a company or organisation. 2. Use of Information a. The receiving Party undertakes not to use the Information disclosed to it for any purpose except the Purpose. This Agreement does not constitute a license by implication or otherwise to use the Information commercially or otherwise. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, iv. was independently developed by the receiving Party without access to the disclosing Party’s Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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c. The obligations specified in this Article shall not apply to Information for which the receiving Party can reasonably demonstrate that such Information: i. was known to the receiving Party on a non-confidential basis prior to its disclosure pursuant to this Agreement; ii. is publicly known at the time of disclosure or thereafter becomes publicly known without breach of the terms of this Agreement on the part of the receiving Party; iii. becomes known to the receiving Party through disclosure by sources other than the disclosing Party, having a right to disclose such Information, | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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“Information” means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written proposal documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship; | Confidential Information shall only include technical information. | 0contradiction
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All information disclosed by a Party or by Affiliates of a Party to the other Party or its respective Affiliates orally, electronically, writing or by any other means during the data sharing negotiations shall be considered as confidential unless expressly stated otherwise by the disclosing Party. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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14. This Agreement shall come into force on the Effective Date and shall continue in full force and effect, notwithstanding the completion of the Purpose, for a period of seven years from the Effective Date unless extended, superseded or otherwise varied by a subsequent written agreement between the Parties. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; c. take all necessary and proper security precautions (and at least as great as those it takes to safeguard its own information) to safeguard every part of the Information to prevent it from being disclosed or otherwise made available to any third party except as permitted by this Agreement; and d. at the request and direction of the Disclosing Party, and without delay, return or destroy any Information provided to it pursuant to this Agreement and any copies of such Information, except that one copy may be kept by the Receiving Party for archival purposes and for the purpose of defending itself against any claims arising in connection with this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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“Information” means any and all confidential information or data exchanged, submitted or otherwise disclosed in respect of or further to the Purpose or prepared for or in relation to the Purpose, including but not limited to written proposal documentation, due diligence materials, contractual documentation, reports, and the fact that the Parties have entered into this Agreement and are discussing and considering a business relationship; | Confidential Information may include verbally conveyed information. | 2neutral
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11. No rights or obligations other than those expressly set out in this Agreement are to be implied and nothing contained in this Agreement: a. constitutes an offer by or on behalf of the Disclosing Party; or b. confers upon the Receiving Party a licence or other transfer of rights in respect of any Party’s interest in any Information or in any present or future patent or patent application; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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5. The ETI shall be entitled to disclose or make available any Information it receives from the Respondent to: a. such of the ETI Affiliates, and either the ETI’s or the ETI Affiliates’ employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and b. the Department of Business, Innovation and Skills (or other relevant government department), the European Commission and such other bodies and/or individuals (including without limitation professional advisers) as may reasonably be required for the notification of, to seek advice in relation to, as part of an assessment of, or otherwise in relation to, State aid. 6. The ETI shall be entitled to disclose or make available any Information it receives from a Respondent to any other Respondent where it is necessary for the Purpose. 7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. The Respondent disclosing Information shall be responsible for breaches of the obligations by such persons. 8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; b. make copies of the Information (or any further information derived from the Information) in whatever form or medium only to the extent that the copies are reasonably necessary for the Purpose and clearly mark all such copies as confidential; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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4. If a Receiving Party believes it is required by law to disclose any Information under clause 3(d) above, the Receiving Party shall (in each case and to the extent not prohibited in law): a. provide the Disclosing Party with prompt written notice of such requirement or obligation (together with a copy of any relevant access request, court order or other evidence giving rise to such belief) in advance of the required disclosure, to enable the Disclosing Party to seek appropriate protective relief and/or to take other steps to resist or narrow the scope of any required 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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3. The obligations set out in clause 2 shall not apply to Information that: a. the Receiving Party can prove (using written or electronic records), was lawfully known to the Receiving Party or in its possession prior to its communication by or at the direction of the Disclosing Party and was not communicated to the Receiving Party subject to any restrictions on disclosure or use; or b. is or becomes a part of the public domain through no wrongful act of the Receiving Party or any person on its behalf, provided that this clause 3(b) shall only apply from the date that the relevant Information so enters the public domain; or c. the Receiving Party receives from a third party without similar obligations of confidence in circumstances where the third party did not obtain that Information as a result of a breach of an obligation of confidence; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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5. The ETI shall be entitled to disclose or make available any Information it receives from the Respondent to: a. such of the ETI Affiliates, and either the ETI’s or the ETI Affiliates’ employees, officers, secondees, agents, consultants, sub-contractors, proposed sub-contractors, professional advisers and proposed professional advisers where such disclosure is necessary for the Purpose, provided that all such aforementioned persons to whom any Information is disclosed by the ETI are bound by obligations of confidentiality and the ETI shall be responsible for breaches of the obligations by such persons and each ETI Affiliate may enforce this clause in accordance with the Contracts (Rights of Third Parties) Act 1999; and b. the Department of Business, Innovation and Skills (or other relevant government department), the European Commission and such other bodies and/or individuals (including without limitation professional advisers) as may reasonably be required for the notification of, to seek advice in relation to, as part of an assessment of, or otherwise in relation to, State aid. 6. The ETI shall be entitled to disclose or make available any Information it receives from a Respondent to any other Respondent where it is necessary for the Purpose. 7. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI or any other Respondent to such of its employees, officers, consultants, sub-contractors, proposed sub-contractors, proposed funders, proposed owners or lessors of sites for the Project, owners or licensors of Third Party IP and professional advisers where such disclosure is necessary for the Purpose provided that all such persons to whom any Information is disclosed are bound by written obligations that are no less restrictive than those in this Agreement. The Respondent disclosing Information shall be responsible for breaches of the obligations by such persons. 8. Each Respondent shall be entitled to disclose or make available any Information it receives from the ETI to any other Respondent where it is necessary for the Purpose. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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2. The Receiving Party shall with regard to any Information disclosed pursuant to this Agreement by or on behalf of a Disclosing Party on or after the Effective Date: a. hold the Information in confidence and, except as is otherwise stated herein or agreed in writing by the Disclosing Party, shall not disclose or make available the Information by publication or otherwise to any third party (including for the avoidance of doubt, disclosure in any patent application or to any patent office) and shall use any Information disclosed to it pursuant to this Agreement only for carrying out the Purpose; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Receiving Party must not copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives from the Disclosing Party. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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At expiration Receiving Party must cease all use of and upon request from Disclosing Party return to Disclosing Party all copies or extracts of Disclosing Party’s Confidential Information, in any medium, or certify, in writing by an authorized officer of Receiving Party, the destruction of the same to Disclosing Party. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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(a) All Confidential Information of Disclosing Party is and will remain the property of Disclosing Party. Nothing contained in this Agreement will be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of Disclosing Party, or under any patent, copyright, trademark or trade secret of Disclosing Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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