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If considered necessary or justifiable, the Receiving Party shall, before passing on the information to third parties, instruct such third parties about the confidentiality of the Information, and they shall sign a confidentiality and non-disclosure agreement. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Confidential Information may include verbally conveyed information. | 2neutral
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In the event of the following statement not being signed by the Inventor/Disclosing Party, the Receiving Party is not entitled to copy the Information: The Disclosing Party hereby authorizes the Receiving Party to copy or otherwise reproduce the material disclosed to the extent necessary for an appropriate handling of the material. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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If considered necessary or justifiable, the Receiving Party shall, before passing on the information to third parties, instruct such third parties about the confidentiality of the Information, and they shall sign a confidentiality and non-disclosure agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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In the event of the following statement not being signed by the Inventor/Disclosing Party, the Receiving Party is not entitled to copy the Information: The Disclosing Party hereby authorizes the Receiving Party to copy or otherwise reproduce the material disclosed to the extent necessary for an appropriate handling of the material. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to: 1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law; 2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary; | 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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If considered necessary or justifiable, the Receiving Party shall, before passing on the information to third parties, instruct such third parties about the confidentiality of the Information, and they shall sign a confidentiality and non-disclosure agreement. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to: 1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law; 2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary; 3. Limit access to these data only to those MDHHS employees whose job responsibilities require access to the information; | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The data provided to MDHHS will be used only for purposes of the Michigan Trauma Registry, consistent with Part 209 of the Public Health Code and the Michigan Administrative Code R 325.125 through 325.138. Data in the Michigan Trauma Registry will be disclosed to Regional Trauma Networks through access to the Michigan Trauma Registry database. Individuals granted access to the Michigan Trauma Registry database will be required to execute user agreements with MDHHS. With regard to the data disclosed to MDHHS under this Agreement, the MDHHS agrees to: 1. Use and disclose the data only in accordance with this Agreement, or as otherwise authorized by law; 2. Notify Reporting Entity within a reasonable time prior to disclosing data that is required by law so that Reporting Entity may have an opportunity to object to such disclosure if necessary; 3. Limit access to these data only to those MDHHS employees whose job responsibilities require access to the information; 4. Use appropriate safeguards to prevent the use or disclosure of the information other than as provided by this Agreement; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | 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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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Confidential Information shall only include technical information. | 2neutral
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In the event of the following statement not being signed by the Inventor/Disclosing Party, the Receiving Party is not entitled to copy the Information: The Disclosing Party hereby authorizes the Receiving Party to copy or otherwise reproduce the material disclosed to the extent necessary for an appropriate handling of the material. | 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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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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9. This agreement does not cover: a. Technical information or other information which, at the time when the Inventor/ Disclosing Party provided the Receiving Party with the Information, was considered publicly known or later on becomes publicly known without the Receiving Party being liable for making it publicly known. b. Information being communicated to the Receiving Party in a legitimate way, either directly or indirectly via other parties than the Inventor/Disclosing Party. | Confidential Information may include verbally conveyed information. | 2neutral
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In the event of the following statement not being signed by the Inventor/Disclosing Party, the Receiving Party is not entitled to copy the Information: The Disclosing Party hereby authorizes the Receiving Party to copy or otherwise reproduce the material disclosed to the extent necessary for an appropriate handling of the material. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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If considered necessary or justifiable, the Receiving Party shall, before passing on the information to third parties, instruct such third parties about the confidentiality of the Information, and they shall sign a confidentiality and non-disclosure agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 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 may create a copy of some Confidential Information in some circumstances. | 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 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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(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 may acquire information similar to Confidential Information from a third party. | 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 may share some Confidential Information with some of Receiving Party's employees. | 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 not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 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 not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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7. The Parties agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provision of the Information is not intended to and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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4. The Receiving Party agrees that the Information will be used solely for giving effect to the Business Under Discussion and further that it will not disclose to any person (i) the Information and (ii) the fact that the Information has been made available to the Receiving Party or that the Receiving Party have inspected any portion of the Information, for any reason or purpose whatsoever, unless the Providing Party has consented in writing to such disclosure or except as stated otherwise herein or as required by law, order, decree, regulation, or governmental agency request. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. | Confidential Information shall only include technical information. | 0contradiction
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. | Confidential Information may include verbally conveyed information. | 1entailment
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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 not solicit some of Disclosing Party's representatives. | 2neutral
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. 2. The Receiving Party shall limit the possession and use of the Information to a “need-to-know” basis among its Representatives. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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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 may create a copy of some Confidential Information in some circumstances. | 2neutral
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5. In the event that the Receiving Party is required by applicable law or regulation or by legal process to disclose any of the Information, the Receiving Party agrees that it will provide the Providing Party with prompt written notice of such request(s) prior to the required disclosure and the Providing Party shall use reasonable efforts, at its own expense, to seek a protective order or other appropriate remedy. | 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. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or (d) becomes available to the Receiving Party on a non-confidential basis after the date hereof from a third party which was not known by the Receiving Party to be subject to a confidentiality agreement with the Providing Party and which is not otherwise prohibited from transmitting the information to the Receiving Party. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. 2. The Receiving Party shall limit the possession and use of the Information to a “need-to-know” basis among its Representatives. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or (d) becomes available to the Receiving Party on a non-confidential basis after the date hereof from a third party which was not known by the Receiving Party to be subject to a confidentiality agreement with the Providing Party and which is not otherwise prohibited from transmitting the information to the Receiving Party. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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4. The Receiving Party agrees that the Information will be used solely for giving effect to the Business Under Discussion and further that it will not disclose to any person (i) the Information and (ii) the fact that the Information has been made available to the Receiving Party or that the Receiving Party have inspected any portion of the Information, for any reason or purpose whatsoever, unless the Providing Party has consented in writing to such disclosure or except as stated otherwise herein or as required by law, order, decree, regulation, or governmental agency request. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. | Confidential Information shall only include technical information. | 0contradiction
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For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or (d) becomes available to the Receiving Party on a non-confidential basis after the date hereof from a third party which was not known by the Receiving Party to be subject to a confidentiality agreement with the Providing Party and which is not otherwise prohibited from transmitting the information to the Receiving Party. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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6. If any of the Parties determine that they do not wish to proceed or continue with the Business Under Discussion, it will promptly advise the other Party of that decision in writing or by email. Upon receipt of such communication the Receiving Party shall destroy promptly all documents furnished and will not retain any copies, extracts or other reproductions in whole or in part of such Information. Notwithstanding the foregoing, the Receiving Party shall be entitled to retain that portion of the Information for legal, regulatory or internal compliance purposes, which will continue to be treated as confidential on the terms hereof. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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3. Information does not include, however, information which (a) is or becomes generally available to the public; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Providing Party; (c) is independently developed by the Receiving Party; or | Confidential Information may include verbally conveyed information. | 2neutral
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1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. 2. The Receiving Party shall limit the possession and use of the Information to a “need-to-know” basis among its Representatives. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. | 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 make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to 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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4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The obligations in this agreement survive the termination or purported termination of this agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The obligations in this agreement survive the termination or purported termination of this agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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The Confidential Information remains at all times the property of the Discloser, and other than as provided in this agreement, no rights in respect of the Confidential Information are granted or conveyed to the Recipient. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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"Confidential Information" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: all information treated by the Discloser as confidential; and disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1; | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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The obligations in this agreement survive the termination or purported termination of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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"Confidential Information" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: all information treated by the Discloser as confidential; and disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1; except where that information is: made public other than by the Recipient breaching this agreement; legally required to be disclosed by the Recipient; known to the Recipient free of any obligation to keep it confidential; or Independently developed by the Recipient without use, directly or indirectly of Confidential Information received from the Discloser. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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"Unauthorised Persons" means officers, employees or advisers of the Recipient who are not required to have access to the Confidential Information for the Purpose, and any other person who is not a party to this agreement. References to clauses and parties are references to clauses of, and parties to, this agreement; references to things include parts of those things; references to persons include legal and natural persons; and words importing the singular include the plural and vice versa. 4. CONFIDENTIAL INFORMATION OBLIGATIONS In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and not reproduced in any form except as required for the purpose. The Recipient must ensure that access to Confidential Information is only given to those of its officers, employees and advisers who require access for the Purpose, and that those officers, employees and advisers are informed of the confidential nature of the Confidential Information and keep that information confidential. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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"Confidential Information" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: | Confidential Information may include verbally conveyed information. | 1entailment
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In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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"Unauthorised Persons" means officers, employees or advisers of the Recipient who are not required to have access to the Confidential Information for the Purpose, and any other person who is not a party to this agreement. References to clauses and parties are references to clauses of, and parties to, this agreement; references to things include parts of those things; references to persons include legal and natural persons; and words importing the singular include the plural and vice versa. 4. CONFIDENTIAL INFORMATION OBLIGATIONS In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and not reproduced in any form except as required for the purpose. The Recipient must ensure that access to Confidential Information is only given to those of its officers, employees and advisers who require access for the Purpose, and that those officers, employees and advisers are informed of the confidential nature of the Confidential Information and keep that information confidential. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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"Confidential Information" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: all information treated by the Discloser as confidential; and disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1; except where that information is: made public other than by the Recipient breaching this agreement; legally required to be disclosed by the Recipient; known to the Recipient free of any obligation to keep it confidential; or Independently developed by the Recipient without use, directly or indirectly of Confidential Information received from the Discloser. "Unauthorised Persons" means officers, employees or advisers of the Recipient who are not required to have access to the Confidential Information for the Purpose, and any other person who is not a party to this agreement. References to clauses and parties are references to clauses of, and parties to, this agreement; references to things include parts of those things; references to persons include legal and natural persons; and words importing the singular include the plural and vice versa. 4. CONFIDENTIAL INFORMATION OBLIGATIONS In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and not reproduced in any form except as required for the purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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In the event that the Recipient is legally required to disclose any Confidential Information, the Recipient must immediately notify the Discloser of that fact. | 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" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement: all information treated by the Discloser as confidential; and disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1; except where that information is: made public other than by the Recipient breaching this agreement; legally required to be disclosed by the Recipient; known to the Recipient free of any obligation to keep it confidential; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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"Unauthorised Persons" means officers, employees or advisers of the Recipient who are not required to have access to the Confidential Information for the Purpose, and any other person who is not a party to this agreement. References to clauses and parties are references to clauses of, and parties to, this agreement; references to things include parts of those things; references to persons include legal and natural persons; and words importing the singular include the plural and vice versa. 4. CONFIDENTIAL INFORMATION OBLIGATIONS In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and not reproduced in any form except as required for the purpose. The Recipient must ensure that access to Confidential Information is only given to those of its officers, employees and advisers who require access for the Purpose, and that those officers, employees and advisers are informed of the confidential nature of the Confidential Information and keep that information confidential. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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In consideration of each party disclosing its Confidential Information to the other party for the Purpose, the Recipient must ensure that Confidential Information is: maintained confidential with at least the standard of care that the Recipient maintains to protect its own confidential information; not disclosed to any Unauthorised Person; only used for the Purpose; and | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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In Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that: a. the Receiving Party shall not disclose the Material to any Third Party except with the Steering Committee’s prior written consent and provided that no other legal disclosure requirement applies; b. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee; | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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This Material shall include, without limitation: (i) Data and/or Studies acquired, licensed, developed or contracted or obligated for by the Consortium pursuant to Section 10 of the Consortium Agreement; (ii) Registration Dossier - technical dossier comprising studies, including test results; study summaries; proposals for testing; classification and labelling; guidance on safe use; plus a chemical safety report; and (iii) draft Registration Dossier, interim and working documents related to the preparation of the Registration Dossier, know-how, technical information, researches, methods, practices, procedures, processes, formulas and more generally any information with respect to substances that is made available, in written or oral form, to the Receiving Party by the Consortium and/or the Consortium Members. | Confidential Information shall only include technical information. | 0contradiction
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In Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that: a. the Receiving Party shall not disclose the Material to any Third Party except with the Steering Committee’s prior written consent and provided that no other legal disclosure requirement applies; b. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee; | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. 6. No Licence Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. 7. Indemnity The Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. In addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement. 8. Waiver No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 9. Severability If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. 6. No Licence Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. 7. Indemnity The Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. In addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement. 8. Waiver No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 9. Severability If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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This Material shall include, without limitation: (i) Data and/or Studies acquired, licensed, developed or contracted or obligated for by the Consortium pursuant to Section 10 of the Consortium Agreement; (ii) Registration Dossier - technical dossier comprising studies, including test results; study summaries; proposals for testing; classification and labelling; guidance on safe use; plus a chemical safety report; and (iii) draft Registration Dossier, interim and working documents related to the preparation of the Registration Dossier, know-how, technical information, researches, methods, practices, procedures, processes, formulas and more generally any information with respect to substances that is made available, in written or oral form, to the Receiving Party by the Consortium and/or the Consortium Members. | Confidential Information may include verbally conveyed information. | 2neutral
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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b. The Receiving Party may provide its customers with (i) Safety Data Sheets as defined in Article 31 of REACH, (ii) relevant exposure scenarios, or (iii) other available and relevant information about the substance that is necessary to enable appropriate risk management measures to be identified and applied. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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In Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that: a. the Receiving Party shall not disclose the Material to any Third Party except with the Steering Committee’s prior written consent and provided that no other legal disclosure requirement applies; b. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee; | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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c. The Receiving Party may disclose the Material if and to the extent that such disclosure is required by law or court order, provided that the Receiving Party notifies the Disclosing Party. Any disclosure of Data and/or Studies that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee. d. The Receiving Party and its Affiliates may use the Material for compliance with laws and regulations in other non-EU jurisdictions provided that the confidentiality of the Material is guaranteed and in compliance with the NDA. Any disclosure of the Data and/or Studies for the purposes of compliance with non-EU regulatory requirements that could result in public disclosure of the Data and/or Studies shall only be permissible after prior approval from the Steering Committee or the IMOA Executive Committee. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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a. The Receiving Party shall solely disclose the Material to its affiliates, employees and persons in the Receiving Party’s organization who (i) have responsibility for or are directly concerned with the purposes of this Agreement and of the Consortium Agreement; (ii) are subject to non-disclosure or confidentiality obligations to the Receiving Party (the Material constituting protected information for purposes of such obligations); and (iii) have been informed and are fully aware of the Receiving Party’s obligations under this agreement and under the Consortium Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived there from to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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The Receiving Party shall not be subject to the obligations of this Agreement with respect to Material which: a. is or becomes known publicly through no wrongful act of the Receiving Party; or b. was already known to the Receiving Party at the time of disclosure hereunder as shown by the Receiving Party’s prior written records; or c. is learned by the Receiving Party from a third party under no obligation to the Consortium; or d. is independently developed by an employee, agent, or consultant of the Receiving Party with no knowledge of disclosure hereunder; | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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This Material shall include, without limitation: (i) Data and/or Studies acquired, licensed, developed or contracted or obligated for by the Consortium pursuant to Section 10 of the Consortium Agreement; (ii) Registration Dossier - technical dossier comprising studies, including test results; study summaries; proposals for testing; classification and labelling; guidance on safe use; plus a chemical safety report; and (iii) draft Registration Dossier, interim and working documents related to the preparation of the Registration Dossier, know-how, technical information, researches, methods, practices, procedures, processes, formulas and more generally any information with respect to substances that is made available, in written or oral form, to the Receiving Party by the Consortium and/or the Consortium Members. | Confidential Information shall only include technical information. | 2neutral
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Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. 6. No Licence Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright or any other intellectual property right, nor shall this Agreement grant the Receiving Party any rights in or to the material except as expressly set forth herein and in the Consortium Agreement. 7. Indemnity The Receiving Party acknowledges and agrees that any breach of this Agreement would cause immediate and irreparable injury to the Consortium and its Members. Should the Receiving Party violate any of the terms and conditions of this Agreement, the Consortium Members shall be entitled, in addition to any other remedies that maybe available, in law, in equity or otherwise, to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. In addition, in case of violation of this Agreement, the Receiving Party may be expelled from the Consortium in accordance with the conditions provided in Section 4 of the Consortium Agreement. 8. Waiver No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. 9. Severability If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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