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5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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Confidential Information means all information relating to the Project or the Contractor’s proposal for the Project and all information relating to the nature of either Party’s business, affairs or trade secrets, which either Party directly or indirectly receives or acquires from the other Party, or the other Party’s representative, either in writing or verbally (but in the case of verbal information, only that which is reduced to writing by the Disclosing Party and delivered to the Receiving Party within 10 days of the verbal disclosure), or through observation of the Project, except information falling into any one or more of the following categories: | Confidential Information may include verbally conveyed information. | 1entailment
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Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Permitted Recipients means those persons who have a need to know the Confidential Information for the Permitted Purpose and who are officers, directors, employees, agents or contractors (at any level) of the Receiving Party or its affiliates, or anyone else for whom the Receiving Party takes responsibility for under this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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The Receiving Party shall not make any copies, reproductions or abstracts of the Confidential Information of the Disclosing Party except as specifically may be required for the Permitted Purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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The Receiving Party shall immediately notify the Disclosing Party, in writing, upon the earlier of knowing of any application to obtain any disclosure order or of any disclosure order being granted which would require disclosure of any part or all 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. | 1entailment
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Confidential Information means all information relating to the Project or the Contractor’s proposal for the Project and all information relating to the nature of either Party’s business, affairs or trade secrets, which either Party directly or indirectly receives or acquires from the other Party, or the other Party’s representative, either in writing or verbally (but in the case of verbal information, only that which is reduced to writing by the Disclosing Party and delivered to the Receiving Party within 10 days of the verbal disclosure), or through observation of the Project, except information falling into any one or more of the following categories: (a) information which the Receiving Party can show was in its possession on a non-confidential basis before receipt of the information from the Disclosing Party; (b) information which is lawfully in the public domain at the time of the Receiving Party’s receipt of the information from the Disclosing Party, but not including the Company’s request for proposals for the Project; (c) information which, after the Receiving Party’s receipt of the information from the Disclosing Party, becomes part of the public domain through no act of the Receiving Party or of any third party under an obligation of confidence with respect to such information, but only after such information becomes part of the public domain; or (d) information which, after receipt of the information by the Receiving Party, is lawfully obtained by the Receiving Party from a third party, but only after such information is so received, and provided such third party is under no obligation of confidence with respect to such information. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Permitted Recipients means those persons who have a need to know the Confidential Information for the Permitted Purpose and who are officers, directors, employees, agents or contractors (at any level) of the Receiving Party or its affiliates, or anyone else for whom the Receiving Party takes responsibility for under this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than the Permitted Purpose and, subject to section 3.3, shall limit the disclosure of the Confidential Information of the Disclosing Party to Permitted Recipients. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.3 Subject to section 5.4, within 10 days of a written request by the Disclosing Party, the Receiving Party shall, unless otherwise precluded by any legal obligation: (a) return to the Disclosing Party or destroy all of the Disclosing Party’s original tangible Confidential Information, together with all tangible copies and reproductions; (b) subject to subsection 5.3(c), make its best efforts to delete all electronic copies of the Confidential Information received from the Disclosing Party; (c) safeguard any electronic Confidential Information that cannot be destroyed due to the Receiving Party’s archiving practices or policies with the same degree of care as it would its own Confidential Information; and (d) retain electronic Confidential Information described in subsection 5.3(c) only for the period it normally maintains such records, which electronic Confidential Information shall remain subject to the provisions of this Agreement until destroyed. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties hereto that the disclosure and provision of Proprietary Information under this Agreement by a Party to the other Party shall not be construed as granting to the receiving Party under the laws of any country any rights whether expressed or implied by licenceor otherwise on the matters, inventions or discoveries to which such Proprietary Information pertains or any copyright, trademark or trade secret rights. The property in all information and/or data disclosed by the Buyer to the Supplier pursuant to this Agreement shall subject to any right of any other owner, rest with the Buyer. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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10. The execution, existence and performance of this Agreement shall be kept confidential by the Parties hereto and shall not be disclosed by either Party without the prior written consent of the other. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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1. As used in this Agreement the term "Proprietary Information" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc…), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement. | Confidential Information shall only include technical information. | 0contradiction
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8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties hereto that the disclosure and provision of Proprietary Information under this Agreement by a Party to the other Party shall not be construed as granting to the receiving Party under the laws of any country any rights whether expressed or implied by licenceor otherwise on the matters, inventions or discoveries to which such Proprietary Information pertains or any copyright, trademark or trade secret rights. The property in all information and/or data disclosed by the Buyer to the Supplier pursuant to this Agreement shall subject to any right of any other owner, rest with the Buyer. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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11. The end or termination of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by paragraph 4 thereof with respect to the use and protection of the Proprietary Information received prior to the date of termination or end of this Agreement. Such obligations shall continue for the period applicable as set forth in said paragraph. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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1. As used in this Agreement the term "Proprietary Information" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc…), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement. | Confidential Information may include verbally conveyed information. | 1entailment
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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care, (b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care, (b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. (Buyer shall be entitled to freely disclose such information to its affiliated companies, to its co -contractors for a project and to its final customer). (c) not be used in whole or in part for any purpose other than the purpose of this Agreement as specified in the preamble and for the Project above without the prior written consent of the disclosing Party, (d) neither be disclosed nor caused to be disclosed whether directly or indirectly to any third Party or persons other than those mentioned in subparagraph b) or the Buyer Clients or its co -contractors for the Project, (e) neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized in writing by the disclosing Party. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or | 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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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care, (b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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4. The receiving Party hereby covenants that, during the validity period of this Agreement and for a period of five (5) years after its end or its termination, the Proprietary Information received from the disclosing Party shall: (a) be protected and kept in strict confidence by the receiving Party which must use the same degree of precaution and safeguards as it uses to protect its own proprietary information of like importance, but in no case any less than reasonable care, (b) be only disclosed to and used by those persons who have a need to know and solely for the purpose specified in this Agreement, within the receiving Party's organisation and to its professional advisors, provided that in this latter case the disclosing Party so notifies the other Party and obtains the authorization from the other Party to make such disclosure, such authorization not being unreasonably withheld, and provided that such advisor(s) agree(s) to be bound by the terms and conditions of this Agreement. (Buyer shall be entitled to freely disclose such information to its affiliated companies, to its co -contractors for a project and to its final customer). (c) not be used in whole or in part for any purpose other than the purpose of this Agreement as specified in the preamble and for the Project above without the prior written consent of the disclosing Party, | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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6. Except as aforementioned, the receiving Party shall have no obligations or restrictions with respect to any Proprietary Information which that receiving Party can prove: (a) has come into the public domain prior to, or after the disclosure thereof and in such case through no wrongful act of that receiving Party, or (b) is already known to the receiving Party, as evidenced by written documentation in the files of the receiving Party, or (c) has been lawfully received from a third party without restrictions or breach of this Agreement, or (d) has been or is published without violation of this Agreement, or (e) is independently developed in good faith by an employee or employees of that receiving Party who did not have access to the Proprietary Information, or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. 4. NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties hereto that the disclosure and provision of Proprietary Information under this Agreement by a Party to the other Party shall not be construed as granting to the receiving Party under the laws of any country any rights whether expressed or implied by licenceor otherwise on the matters, inventions or discoveries to which such Proprietary Information pertains or any copyright, trademark or trade secret rights. The property in all information and/or data disclosed by the Buyer to the Supplier pursuant to this Agreement shall subject to any right of any other owner, rest with the Buyer. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1.1 “Invention”, the Pipeline Piranha Invention, Patent Pending #103573330A, shall mean all information relating to products, applications, systems, components, technologies and business topics. Including but not limited to prototypes, drawings, data, trade secrets and intellectual property relating to the “Patent Pending” invention named Pipeline Piranha. 1.2 “Confidential Information” shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. Confidential Information shall also include all information related to the Invention provided by Disclosing Party to Receiving Party prior to the signing of this agreement. | Confidential Information shall only include technical information. | 0contradiction
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8. Except as provided under clause 12.2 of the General Purchase Conditions, it is expressly understood and agreed by the Parties hereto that the disclosure and provision of Proprietary Information under this Agreement by a Party to the other Party shall not be construed as granting to the receiving Party under the laws of any country any rights whether expressed or implied by licenceor otherwise on the matters, inventions or discoveries to which such Proprietary Information pertains or any copyright, trademark or trade secret rights. The property in all information and/or data disclosed by the Buyer to the Supplier pursuant to this Agreement shall subject to any right of any other owner, rest with the Buyer. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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11. The end or termination of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by paragraph 4 thereof with respect to the use and protection of the Proprietary Information received prior to the date of termination or end of this Agreement. Such obligations shall continue for the period applicable as set forth in said paragraph. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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1.2 “Confidential Information” shall mean all information provided by Disclosing Party with respect to the Invention regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine readable documents. | Confidential Information may include verbally conveyed information. | 1entailment
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Receiving Party agrees to: (a) Receive and maintain the Confidential Information in confidence; (b) Examine the Confidential Information at its own expense; (c) Not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party; (d) Not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party; | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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The Receiving Party agrees to: (a) Receive and maintain the Confidential Information in confidence; (b) Examine the Confidential Information at its own expense; (c) Not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. 4. NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. | 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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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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The Receiving Party agrees to: (a) Receive and maintain the Confidential Information in confidence; (b) Examine the Confidential Information at its own expense; (c) Not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party; (d) Not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party; (e) Limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it; | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Receiving Party agrees to: (a) Receive and maintain the Confidential Information in confidence; (b) Examine the Confidential Information at its own expense; (c) Not reproduce the Confidential Information or any part thereof without the express written consent of Disclosing Party; (d) Not, directly or indirectly, make known, divulge, publish or communicate the Confidential Information to any person, firm or corporation without the express written consent of Disclosing Party; (e) Limit the internal dissemination of the Confidential Information and the internal disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it; (f) Not use or utilize the Confidential Information without the express written consent of Disclosing Party; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. 4. NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient’s Representatives. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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(b) "Confidential Information" means: (i) all data and information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Receiver or any of its Representatives (in each case on behalf of the Company) and/or the Company or any of the Company's Representatives discloses or has disclosed to, or that is gathered by inspection by, the Recipient or any of the Recipient's Representatives, whether provided before or after the date of this Agreement, including, information that contains or otherwise reflects information concerning the Company, the Assets, the business or affairs, operations, prospects, activities, and intellectual property rights of the Company and specifically includes, without limitation, all data, records, reports, studies, projections, knowledge, patents, theories, information (financial, corporate, business or otherwise), intellectual property, designs, drawings, plans, opportunities, prototypes, specifications, manuals, photographs, software, hardware, equipment, printouts, reports, market research, business plans, customer lists, supply sources, trade secrets, information relating to existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives; (ii) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing same (“Notes”); (iii) the existence and terms of this Agreement and any other agreements related to a possible Transaction; | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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(i) all data and information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Receiver or any of its Representatives (in each case on behalf of the Company) and/or the Company or any of the Company's Representatives discloses or has disclosed to, or that is gathered by inspection by, the Recipient or any of the Recipient's Representatives, whether provided before or after the date of this Agreement, including, information that contains or otherwise reflects information concerning the Company, the Assets, the business or affairs, operations, prospects, activities, and intellectual property rights of the Company and specifically includes, without limitation, all data, records, reports, studies, projections, knowledge, patents, theories, information (financial, corporate, business or otherwise), intellectual property, designs, drawings, plans, opportunities, prototypes, specifications, manuals, photographs, software, hardware, equipment, printouts, reports, market research, business plans, customer lists, supply sources, trade secrets, information relating to existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives; (ii) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any Confidential Information regardless of the identity of the Person preparing same (“Notes”); (iii) the existence and terms of this Agreement and any other agreements related to a possible Transaction; | Confidential Information shall only include technical information. | 0contradiction
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All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. 4. NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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11. Notwithstanding Section 9 or anything to the contrary in this Agreement, the Recipient and its Representatives are not required to destroy any computer files containing the Confidential Information that are created during automatic computer system backup, provided that such files are stored securely by the Recipient and its Representatives, cannot be destroyed without undue efforts, and access to such files are limited. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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(i) all data and information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Receiver or any of its Representatives (in each case on behalf of the Company) and/or the Company or any of the Company's Representatives discloses or has disclosed to, or that is gathered by inspection by, the Recipient or any of the Recipient's Representatives, whether provided before or after the date of this Agreement, including, information that contains or otherwise reflects information concerning the Company, the Assets, the business or affairs, operations, prospects, activities, and intellectual property rights of the Company and specifically includes, without limitation, all data, records, reports, studies, projections, knowledge, patents, theories, information (financial, corporate, business or otherwise), intellectual property, designs, drawings, plans, opportunities, prototypes, specifications, manuals, photographs, software, hardware, equipment, printouts, reports, market research, business plans, customer lists, supply sources, trade secrets, information relating to existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives; | Confidential Information may include verbally conveyed information. | 1entailment
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When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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10. Except to the extent necessary to carry out the Permitted Purpose, none of the Recipient or its Representatives are allowed to make copies of Confidential Information without the prior written approval of the Receiver (excepting that copies made by virtue of electronic communications or storage or printed copies for review by a permitted individual shall not be a breach of this prohibition). | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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All information provided by the Disclosing Party shall remain the property of the Disclosing Party. Receiving Party agrees to return all Confidential Information to Disclosing Party within 15 days of written demand by Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, Receiving Party shall return all information to the Disclosing Party without retaining any copies. 4. NON-ASSIGNABLE This agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns. 5. GOVERNING LAW This agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Oregon, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman. 6. NO LICENSE Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppels or otherwise, any right or license to any patent, trade secret, invention, trademark, copyright, or other intellectual property right. | 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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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Accordingly, the Recipient hereby agrees that the Confidential Information will be used solely for the Permitted Purpose and not any other purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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11. Notwithstanding Section 9 or anything to the contrary in this Agreement, the Recipient and its Representatives are not required to destroy any computer files containing the Confidential Information that are created during automatic computer system backup, provided that such files are stored securely by the Recipient and its Representatives, cannot be destroyed without undue efforts, and access to such files are limited. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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11. Notwithstanding Section 9 or anything to the contrary in this Agreement, the Recipient and its Representatives are not required to destroy any computer files containing the Confidential Information that are created during automatic computer system backup, provided that such files are stored securely by the Recipient and its Representatives, cannot be destroyed without undue efforts, and access to such files are limited. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Confidential Information shall only include technical information. | 2neutral
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5. The Confidential Information shall remain at all times the property of the Company. No rights to use, license, or otherwise exploit the Confidential Information are granted to the Recipient, by implication or otherwise, by virtue of Confidential Information being made available to the Recipient or any of the Recipient’s Representatives. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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This Agreement shall survive the termination of the services to be provided by VENDOR or any other agreement by and between the parties. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Confidential Information may include verbally conveyed information. | 2neutral
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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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(i) all data and information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, that the Receiver or any of its Representatives (in each case on behalf of the Company) and/or the Company or any of the Company's Representatives discloses or has disclosed to, or that is gathered by inspection by, the Recipient or any of the Recipient's Representatives, whether provided before or after the date of this Agreement, including, information that contains or otherwise reflects information concerning the Company, the Assets, the business or affairs, operations, prospects, activities, and intellectual property rights of the Company and specifically includes, without limitation, all data, records, reports, studies, projections, knowledge, patents, theories, information (financial, corporate, business or otherwise), intellectual property, designs, drawings, plans, opportunities, prototypes, specifications, manuals, photographs, software, hardware, equipment, printouts, reports, market research, business plans, customer lists, supply sources, trade secrets, information relating to existing and potential financiers and investors, trade lists, processes, techniques, ideas, improvements, innovations, know-how, research and development, calculations, opinions, and documents, and any information provided to the Receiver, the Company or any of their Representatives by third parties under circumstances in which the Receiver, the Company or any of their respective Representatives has an obligation to protect the confidentiality of such information, including all information received by the Receiver and/or the Receiver's Representatives (on behalf of the Company) or the Company in connection with the Company, the Assets, or its business and disclosed and communicated to, or gathered by, the Recipient or any of the Recipient's Representatives; | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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Neither VENDOR nor any of its employees, agents, contractors, or subcontractors shall sell, release, transfer, reprint, duplicate, recreate, disclose or permit the disclosure to any other person or entity of any of the Confidential Information or of any files, compilation, study, report, or analysis or data base containing, based on, or derived from the Confidential Information without the express written consent of UNIVERSITY and in full compliance with applicable state and federal privacy laws. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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VENDOR shall immediately notify UNIVERSITY in writing of any subpoena, court order, or other legal process seeking or purporting to compel disclosure of any of the Confidential Information and shall challenge, oppose, or appeal any such subpoena, order, or legal process to the extent deemed appropriate by UNIVERSITY. In no event shall VENDOR voluntarily, without a court order, disclose or permit the disclosure of any of the Confidential Information in response to legal process unless and until VENDOR has given the required notice to UNIVERSITY and VENDOR has exhausted any and all legal remedies available to it to limit or prevent 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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3. The Recipient hereby recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Company, if any of the Confidential Information is disclosed to any third party. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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"Confidential Information" does not include any information that: (vi) is available to the Recipient or the Recipient's Representatives on a non-confidential basis from a source other than the Receiver, the Company or any of the Receiver's Representatives or the Company's Representatives, provided that such source is not known by the Recipient, after reasonable investigation, to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Receiver or the Company or any other person with respect to such information; or | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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VENDOR, its employees, agents, contractors, and subcontractors shall use the Confidential Information solely in connection with performance by VENDOR of the services provided to UNIVERSITY and for no other purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Nothing in this agreement or any disclosure hereunder creates any obligation to disclose Confidential Information, use the Confidential Information in any product, warrant the accuracy or completeness of the Confidential Information, or the fitness of the Confidential Information for a particular purpose, or grant any license or other right to Confidential Information under copyright or other intellectual property right to the Discloser other than the right to use the Confidential Information for the Purpose. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Notwithstanding the foregoing, Recipient may make such disclosure if it is required to do so by law, provided always that Recipient has informed Discloser about such disclosure at least two business days prior to the disclosure. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. | Confidential Information shall only include technical information. | 0contradiction
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1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of the Confidential Information will as of their creation become the property of Discloser. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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1.4 “Confidential Information” means any data or information that is proprietary to the Discloser relating to each party’s respective business or affairs (including, but not limited to, current and future products, designs, business plans, operations, know-how, technologies, customers, employees, procurement, contracts, research and development, manufacturing processes and plans, marketing strategies, financial information, intellectual property, and related information) disclosed to Recipient after the effective date of this agreement by the Discloser or any third party on behalf of Discloser, whether in written, oral or any other tangible or intangible form. | Confidential Information may include verbally conveyed information. | 1entailment
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Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Therefore, the parties agree that a) Recipient may disclose Confidential Information to its Subsidiaries without Discloser’s consent, if and to the extent such disclosure is required in order to fulfill the Purpose; and b) a disclosure to or by a party’s respective Subsidiaries shall be considered as disclosure to or by the respective party; and | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Recipient shall not create a copy or reproduce in any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of the Confidential Information will as of their creation become the property of Discloser. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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Notwithstanding the foregoing, Recipient may make such disclosure if it is required to do so by law, provided always that Recipient has informed Discloser about such disclosure at least two business days prior 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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1.5 Confidential Information shall not include information that Recipient can demonstrate: a) is at the time of disclosure, or subsequently becomes, generally available to the public without breach of this agreement by Recipient; b) to have had rightfully in its possession prior to disclosure to Recipient by Discloser; c) is independently developed by Recipient without the use of any Confidential Information; or d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it; or e) was disclosed to a third party with the Discloser's prior written consent; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Recipient may disclose the Confidential Information only to its directors or employees who have a need to know the Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any breach by these employees and directors. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of 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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6. The confidentiality agreement does not apply to statements of the company Helukabel in its catalogues, datasheets and on the homepage and also not to information which a) the receiving party was already aware of or which was developed by the disclosing party itself independent of the disclosure, | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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9. At the end of the contract the receiving party shall return the confidential information and any possibly extant copies after receipt of a written request, provided that this is technically feasible and does not violate the retention obligations. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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5. All confidential information remains the property of the disclosing contract party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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2. Every contract party can disclose confidential information to the other contract party orally or in writing. If the disclosure is in writing, the disclosing party will mark the confidential documents with the additional terms “Confidential” or “Liable to Secrecy” so that it is apparent to the other party which information is especially in need to protection. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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2. Every contract party can disclose confidential information to the other contract party orally or in writing. | Confidential Information shall only include technical information. | 2neutral
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2. Every contract party can disclose confidential information to the other contract party orally or in writing. If the disclosure is in writing, the disclosing party will mark the confidential documents with the additional terms “Confidential” or “Liable to Secrecy” so that it is apparent to the other party which information is especially in need to protection. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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6. The confidentiality agreement does not apply to statements of the company Helukabel in its catalogues, datasheets and on the homepage and also not to information which a) the receiving party was already aware of or which was developed by the disclosing party itself independent of the disclosure, | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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6. The confidentiality agreement does not apply to statements of the company Helukabel in its catalogues, datasheets and on the homepage and also not to information which a) the receiving party was already aware of or which was developed by the disclosing party itself independent of the disclosure, | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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