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Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in advance in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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The Receiving Party may only disclose the Trade Secrets and Confidential Information to its attorneys, accountants and employees, to the extent such persons have a need to know such information for the purposes described in this Agreement, and provided each such employee shall be obligated in writing to comply with the terms and conditions of this Agreement and each such attorney or accountant shall either be legally bound to comply with the terms and conditions of this Agreement or so obligated in writing. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Undersigned agree that they shall not use proprietary information or trade secrets unknown to the general public belonging to the Providing Party for their own use or for any purpose, other than the purpose authorized in writing by the Providing Party to the benefit of the joint business effort of the parties. | 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 information that (i) is generally available to the public on the date of this agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was in the Recipient's possession prior to disclosure by the Provider, except to the extent that the Recipient received the information in violation of any requirement of confidentiality of which the Recipient was aware or reasonably should have been aware, or (iv) is made available to the Recipient lawfully and in good faith by a third party who Recipient reasonably believes is not under an obligation to keep such information confidential. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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1. The term “Confidential information” for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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1. The term “Confidential information” for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party. | Confidential Information shall only include technical information. | 0contradiction
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As used herein, "Confidential Information" shall mean any and all oral and written proprietary information provided by one party (the "Provider") to the other (the "Recipient"), including but not limited to financial documents, customer lists, development plans, business plans, trade secrets, and intellectual property. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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19. All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity after the date that the specific Confidential information was first disclosed. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in advance in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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1. The term “Confidential information” for the purpose of this Agreement shall mean the said Submissions and each concept, idea, game-play mechanic, set design, business model, and/or other element contained therein and any and all other proprietary and/or any other information and/or data which is provided and/or obtained hereunder weather in relation to the submission and/or otherwise, whether in writing, pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection with the Purpose or otherwise, including but not limited to, all intangible and tangible information, documents, data, papers, statements, any business/customer information and trade secrets relating to its business practices in connection with the Purpose or otherwise, and will form a part of the proprietary and confidential information weather disclosed by the Disclosing and/or Receiving Party. | Confidential Information may include verbally conveyed information. | 1entailment
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As used herein, "Confidential Information" shall mean any and all oral and written proprietary information provided by one party (the "Provider") to the other (the "Recipient"), including but not limited to financial documents, customer lists, development plans, business plans, trade secrets, and intellectual property. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party’s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in advance in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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2. Notwithstanding any other provision of this Agreement, the Parties acknowledge that Confidential information shall not include any information that: a) Is or becomes publicly available without breach of this Agreement b) Becomes lawfully available to either Party from a third party free from any confidentiality restriction. c) Is required to be disclosed under any relevant law, regulation or order of court, provided the affected Party is given prompt notice of such requirement or such order and (where possible) and provided the opportunity to contest it as per applicable law, and the scope of such disclosure is limited to the extent possible | 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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b) Becomes lawfully available to either Party from a third party free from any confidentiality restriction. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party’s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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3. The Receiving shall use the Confidential information only for the Purpose and not disclose any of the Confidential Information to any third party without the Disclosing Party’s prior written consent, and in addition to the same the Receiving Party will only share such Confidential Information with its internal employees only and strictly on a need to know basis. 4. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information and shall treat the Confidential Information with at least the same degree of care and protection as it would treat its own Confidential information. 5. The Receiving Party shall not copy or reproduce in any way (including without limitation, store in any computer or electronic system) any Confidential information or any documents containing Confidential information without the Disclosing party’s written consent. 6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. 7. The Receiving party shall not use the Confidential information to procure a commercial advantage and/or otherwise for any purpose whatsoever other than the Purpose without the prior written approval 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. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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All Confidential Information is and will remain the exclusive property of Disclosing Party, and no right or license is granted to Receiving Party with respect to any Confidential Information. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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1. Confidential Information. “Confidential Information” as used in this Agreement means all information regarding a Disclosing Party’s business disclosed or made available to a Receiving Party by a Disclosing Party, or otherwise acquired by Receiving Party, in connection with the Purpose of this Agreement, including, without limitation, any information relating to a Disclosing Party’s business, products, technology, data, engineering data or drawings, software (including all algorithms, methods, techniques and processes revealed by such software), customers, customer lists, customer needs and requirements, documentation, training materials, vendors, intellectual property, marketing, financial, projections, trade secrets, proprietary information or other information, whether in electronic, oral or written form, and all notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. | Confidential Information shall only include technical information. | 0contradiction
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6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the Confidential Information is no longer deemed to be Confidential Information as more fully set forth in Section 1 of this Agreement or (b) upon the written consent of the Disclosing Party that the obligations of confidentiality and non-disclosure have ended. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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“Confidential Information” as used in this Agreement means all information regarding a Disclosing Party’s business disclosed or made available to a Receiving Party by a Disclosing Party, or otherwise acquired by Receiving Party, in connection with the Purpose of this Agreement, including, without limitation, any information relating to a Disclosing Party’s business, products, technology, data, engineering data or drawings, software (including all algorithms, methods, techniques and processes revealed by such software), customers, customer lists, customer needs and requirements, documentation, training materials, vendors, intellectual property, marketing, financial, projections, trade secrets, proprietary information or other information, whether in electronic, oral or written form, and all notes, analyses, compilations, studies or other documents prepared by the Receiving Party which contain or reflect such information. | Confidential Information may include verbally conveyed information. | 1entailment
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6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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6. The Receiving Party shall immediately upon request by the Disclosing party deliver back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies(if any) mode under above clauses. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other’s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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If either party hereto, as Receiving Party, is requested or required by legal or administrative process to disclose any Confidential Information of the Disclosing Party, such Receiving Party will promptly notify the Disclosing Party of such request or requirement so that such Disclosing Party may seek an appropriate protective order or other relief. In any case, such Receiving Party will (a) disclose only that portion of the Confidential Information which the Receiving Party’s legal counsel advises is required to be disclosed, (b) use best efforts to ensure that such Confidential Information is treated confidentially, and (c) notify such Disclosing Party as soon as reasonably practicable of the items of Confidential Information so disclosed. | 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 does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and (c) not reproduce, copy or photograph any document or other medium which contains Confidential Information, without the prior written approval of the Disclosing Party; provided, however, that each party hereto may furnish the other’s Confidential Information to those employees or representatives of such party who need to have access to such Confidential Information to assist such party in achieving the Purpose of this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Each party hereto agrees not to use the Confidential Information received by such party as a Receiving Party other than for the Purpose of this Agreement. Each party hereto shall: (a) not disclose the Confidential Information of the other party hereto to any other party and will use best efforts to protect the confidentiality of such information, (b) not use the Confidential Information except for the Purpose of this Agreement, and | 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 information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon the termination by either party of discussions concerning the Purpose of this Agreement, or sooner if so requested by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, including all copies of the same. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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No license to a party, under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by the conveying of Information to such party. All Information (including tangible copies and computerized or electronic versions thereof), shall remain the property of the furnishing party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The term "Information" as used herein also includes (i) the fact that the Information has been made available to or is being inspected or evaluated by the receiving party, (ii) the fact that such discussions or negotiations are taking place concerning the Project or other related transactions between CVS and Vendor, and (iii) any of the terms, conditions, or other facts with respect to the Project or other related transactions, including the status thereof. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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The parties acknowledge that, in the course of their consideration of and any concurrent or subsequent discussions between CVS and Vendor or their representatives relating to the Project, each party may receive certain non-public and confidential information from or about the other party or its affiliates, including but not limited to technical, financial, and business information and models, names of potential customers or partners, proposed business deals, reports, plans, market projections, software programs, data, or any other confidential and proprietary information relating to the Project. All such technical, financial, or other business information thus supplied by either party to the other or the other's representatives is hereinafter called the "Information". | Confidential Information shall only include technical information. | 0contradiction
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This Agreement shall be effective as of the Effective Date and shall govern all communications of Confidential Information between the parties until terminated by either party; provided, however, the obligations of confidentiality and non-disclosure with respect to Confidential Information shall continue beyond termination until: (a) such time as the Confidential Information is no longer deemed to be Confidential Information as more fully set forth in Section 1 of this Agreement or (b) upon the written consent of the Disclosing Party that the obligations of confidentiality and non-disclosure have ended. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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In any event, however, the obligations of each party to maintain the confidentiality of the Information it has received under this Agreement shall continue for the later to occur of (i) a period of three (3) years after such termination, or (ii) if this Agreement is incorporated by reference into another agreement between the parties, the term, including extensions, of that agreement, plus three (3) years. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's possession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Confidential Information may include verbally conveyed information. | 2neutral
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Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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In the event that the party receiving any Information is legally requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process, or, in the opinion of counsel for such party, by federal or state securities or other statutes, regulations, or laws) to disclose any Information, such party shall promptly notify the other party of such requests or requirement prior to disclosure so that the other party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. | 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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Except as provided in (i)-(iii) of 2.0 Confidential Information Defined, the term "Information" as used herein does not include any data or information which is already known to the receiving party at the time it is disclosed to the receiving party, or which before being divulged by the receiving party (a) has become generally known to the public through no wrongful act of the receiving party; (b) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party hereto; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (b) was in the Receiving Party’s possession free from any obligation of confidence at the time it was communicated to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not prohibited from transmitting such information by a contractual, legal, or other obligation, or (d) it was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 2neutral
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No party, as Recipient, will decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information by any means whatever, except as may be specifically authorized in advance by Discloser in writing. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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Recipient shall, upon termination of this Agreement, or upon written request of Discloser, whichever is earlier, immediately, but not later than 10 days after any notice thereof by Discloser, return (or destroy at Discloser’s option) all copies of such Discloser’s Confidential Information and certify in writing its compliance with this requirement, except that Recipient may retain a copy of such Confidential Information solely for archival purpose. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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Confidential Information disclosed by Discloser shall remain the property of such Discloser, and no license or other rights to such Discloser’s Confidential Information is granted or implied hereby. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Furthermore, the existence of any business negotiations, discussions or agreements in progress between the parties shall be kept confidential and shall not be disclosed without written approval of all the parties. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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“Confidential Information” includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (“Discloser”) to the other party to this Agreement (“Recipient”), which | Confidential Information shall only include technical information. | 0contradiction
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“Confidential Information” includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (“Discloser”) to the other party to this Agreement (“Recipient”), which (a) if in writing, is marked “confidential”, “proprietary” or other similar marking at the time of disclosure, or (b) if provided orally or visually, is identified as confidential at the time of disclosure and confirmed in writing to Recipient within 15 days of such disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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However, any termination of this Agreement shall not relieve Recipient of its confidentiality and use obligations with respect to Confidential Information disclosed prior to the date of such termination. Except for the right to use Confidential Information for the Purpose, which right terminates when this Agreement terminates, Recipient’s duty to protect Discloser’s Confidential Information expires 5 years from the date on which that Confidential Information was disclosed to Recipient. Sections 4, 5, 7, 8, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination of this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Confidential Information does not include, and the obligations under Section 2 shall not apply to, information that such Recipient can evidence: (a) is, or later becomes, publicly available through no act or default of Recipient; (b) is rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of any obligation of confidentiality; (d) was communicated by such Discloser to an unaffiliated third party on an unrestricted basis; or (e) is independently developed without use of Discloser’s Confidential Information. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Recipient shall, upon termination of this Agreement, or upon written request of Discloser, whichever is earlier, immediately, but not later than 10 days after any notice thereof by Discloser, return (or destroy at Discloser’s option) all copies of such Discloser’s Confidential Information and certify in writing its compliance with this requirement, except that Recipient may retain a copy of such Confidential Information solely for archival purpose. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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“Confidential Information” includes all business, financial, contractual, marketing and/or technical information, in whatever form embodied, which has been or may be disclosed, or to which access is provided, by a party (“Discloser”) to the other party to this Agreement (“Recipient”), which (a) if in writing, is marked “confidential”, “proprietary” or other similar marking at the time of disclosure, or (b) if provided orally or visually, is identified as confidential at the time of disclosure and confirmed in writing to Recipient within 15 days of such disclosure. | Confidential Information may include verbally conveyed information. | 1entailment
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Within ten (10) days following the receipt of a written request referencing this Agreement and this paragraph from either party furnishing Information hereunder, the receiving party will deliver to the furnishing party all tangible materials containing or embodying the Information received from the furnishing party, except for materials containing Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives, together with a certificate executed by the receiving party certifying that all such materials in the receiving party's possession have been delivered to the furnishing party or destroyed. That portion of the Information which has been incorporated into analyses, compilations, comparisons, studies or other documents prepared by the receiving party or its representatives shall be held by the receiving party and kept confidential as provided above, or shall be destroyed. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Recipient may disclose Discloser’s Confidential Information to Recipient’s affiliates on the condition that Recipient shall restrict access to Discloser’s Confidential Information to those of Recipient’s affiliates’ officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement and Recipient shall be liable for any failure of its affiliates to abide by the provisions of this Agreement as if such failure was the act or omission of such party. For the purposes of this Agreement, “affiliate” means an entity that, as of Effective Date, directly or indirectly, controls or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body. 2. Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, hereby promises and agrees to receive and hold Confidential Information in confidence, and to protect and safeguard Confidential Information against unauthorized use or disclosure using at least the same degree of care as Recipient accords to its own confidential information of like importance, but in no case less than reasonable care. Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees: (a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information 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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Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees: (a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information to any third party; (b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and (c) to restrict access to Confidential Information to those of its officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement; and (d) not to reproduce or copy Confidential Information except to the extent necessary to further the Purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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A disclosure by Recipient of Confidential Information of another party in response to a valid order by a court or governmental body or as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, such Recipient shall provide prompt prior written notice thereof to Discloser and permit such Discloser to seek measures to maintain the confidentiality of its 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 does not include, and the obligations under Section 2 shall not apply to, information that such Recipient can evidence: (a) is, or later becomes, publicly available through no act or default of Recipient; (b) is rightfully in its possession prior to disclosure to Recipient by Discloser; (c) is received in good faith by Recipient from a third party, free of 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 Discloser’s Confidential Information to Recipient’s affiliates on the condition that Recipient shall restrict access to Discloser’s Confidential Information to those of Recipient’s affiliates’ officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement and Recipient shall be liable for any failure of its affiliates to abide by the provisions of this Agreement as if such failure was the act or omission of such party. For the purposes of this Agreement, “affiliate” means an entity that, as of Effective Date, directly or indirectly, controls or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body. 2. Nondisclosure and Nonuse Obligations. Each of the parties, as Recipient, hereby promises and agrees to receive and hold Confidential Information in confidence, and to protect and safeguard Confidential Information against unauthorized use or disclosure using at least the same degree of care as Recipient accords to its own confidential information of like importance, but in no case less than reasonable care. Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees: (a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information to any third party; (b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and (c) to restrict access to Confidential Information to those of its officers, directors and employees who have a legitimate need-to-know to carry out the Purpose and who are obligated to protect such Confidential Information pursuant to terms and conditions no less protective of Discloser than those contained in this Agreement; and | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Without limiting the generality of the foregoing, each party, as Recipient, further promises and agrees: (a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, disseminate or transfer any Confidential Information to any third party; (b) not to use any Confidential Information in any manner whatsoever, except in furtherance of the Purpose in accordance with this Agreement; and | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – 4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and 4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 4.3 The Recipient irrevocably and unconditionally agrees and undertakes 4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates; 4.3.3 not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement; 4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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3.1.4 "Confidential Information" means, without limiting the generality of the term: - 3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions; 3.1.4.2 data concerning business relationships, services, customers and personnel; 3.1.4.3 information relating to the strategic objectives and planning of such party’s future commercial needs; 3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party’s relationship with third parties, the names of a Party’s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party’s financial structure and business activities; the marketing, pricing and other policies of a Party; 3.1.4.5 all and any information or data in whatever form (including in oral, written, electronic and visual form) relating to the Disclosing Party or any of its Affiliates and which is obtained by the Recipient or its Representatives pursuant to any presentations, discussions, negotiations or other interactions (even if not marked as being confidential, restricted, secret, proprietary or the like); | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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3.1.4 "Confidential Information" means, without limiting the generality of the term: - 3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions; 3.1.4.2 data concerning business relationships, services, customers and personnel; 3.1.4.3 information relating to the strategic objectives and planning of such party’s future commercial needs; 3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party’s relationship with third parties, the names of a Party’s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party’s financial structure and business activities; the marketing, pricing and other policies of a Party; | Confidential Information shall only include technical information. | 0contradiction
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4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – 4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and 4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 4.3 The Recipient irrevocably and unconditionally agrees and undertakes 4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates; 4.3.3 not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement; 4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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The Disclosing Party may, at any time, request the Receiving Party to return any material containing, pertaining to or relating to Confidential Information and may, in addition request the Receiving Party to furnish a written statement to the effect that, upon such return, the Receiving Party has not retained in its possession, or under its control, either directly or indirectly, any such material. 13.2 As an alternative to the return of the material contemplated in 7.1 above, the Receiving Party shall, at the instance of the disclosing parties, destroy, delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Recipient or any permitted person and furnish to the Disclosing Party with a written statement to the effect that such material has been destroyed or deleted. 13.3 The Receiving Party shall comply with a request, in terms of this clause 13, within 10 (ten) days of receipt of such a request. 13.4 The Recipient shall not be required to return, destroy or delete Confidential Information to the extent that it is required to retain such Confidential Information by law or to satisfy the rules and regulations of a regulatory body to which the Recipient or any permitted person is subject. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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3.1.4 "Confidential Information" means, without limiting the generality of the term: - 3.1.4.1 technical, scientific, commercial, financial and market information, trade partners, potential clients, trade leads and trade secrets, and all other information in whatever form, whether in writing or not, whether or not subject to or protected by common law or statutory laws relating to copyright, patent, trademarks, registered or unregistered, or otherwise, disclosed or communicated to the Receiving Party or acquired by the Receiving Party from the Disclosing Party pursuant to this Agreement or the Discussions; 3.1.4.2 data concerning business relationships, services, customers and personnel; 3.1.4.3 information relating to the strategic objectives and planning of such party’s future commercial needs; 3.1.4.4 information or material proprietary to or deemed to be proprietary to a Party; information designated as confidential by a Party; all intellectual property of a Party and associated material and documentation including information contained therein; the research and development, techniques and contractual arrangements of a Party; the details of a Party’s relationship with third parties, the names of a Party’s current or prospective business associates and customers and their requirements; the client base and business contacts of a Party; details of a Party’s financial structure and business activities; the marketing, pricing and other policies of a Party; 3.1.4.5 all and any information or data in whatever form (including in oral, written, electronic and visual form) relating to the Disclosing Party or any of its Affiliates and which is obtained by the Recipient or its Representatives pursuant to any presentations, discussions, negotiations or other interactions (even if not marked as being confidential, restricted, secret, proprietary or the like); | Confidential Information may include verbally conveyed information. | 1entailment
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4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – 4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and 4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 4.3 The Recipient irrevocably and unconditionally agrees and undertakes 4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates; 4.3.3 not to disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement; 4.3.4 not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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In the event that the Recipient is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order or rules governing a securities exchange on which the Recipient is listed or about to be listed, it will – 6.1.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible; 6.1.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 6.1.3 afford the Disclosing Party a reasonably opportunity, if possible, to intervene in any relevant proceedings; 6.1.4 Comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and 6.1.5 notify the Disclosing Party of the Recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made | 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 undertakings given by the Recipient in this Agreement shall not apply to any information which – 7.3.1 is or becomes generally available to the public other than by the negligence or default of the Recipient and/or any Permitted Person, or by the breach of this Agreement by any of them; 7.3.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis; 7.3.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party or any of its Affiliates having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date; 7.3.4 has been rightfully acquired from a third party having an unrestricted legal right to disclose the same; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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4.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient, is acknowledged by the Recipient – 4.2.1 to be proprietary to the Disclosing Party and/or one or more of its Affiliates; and 4.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient. 4.3 The Recipient irrevocably and unconditionally agrees and undertakes 4.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential; 4.3.2 not to use or permit the use of the Confidential Information for any purpose other than for the Permitted Purpose and, in particular, not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party and/or its Associates or otherwise use it to the detriment of the Disclosing Party and/or its Associates; | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference 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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Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser’s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser’s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: | Confidential Information shall only include technical information. | 0contradiction
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Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked “confidential” or “proprietary”, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as “confidential” or “proprietary”, or (c) it is something by either the substance of which or the circumstances surrounding its disclosure would lead a reasonable person to believe it is confidential or proprietary. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference to the Proprietary Information or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Recipient agrees to destroy or return to Discloser all copies of Proprietary Information promptly upon the earlier of (a) Discloser’s request at any time, or (b) the duration of the confidentiality period established in Section 8(a) of this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked “confidential” or “proprietary”, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as “confidential” or “proprietary”, or | Confidential Information may include verbally conveyed information. | 1entailment
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Nothing disclosed under this Agreement is considered Proprietary Information unless (a) it is received in a tangible form and is marked “confidential” or “proprietary”, (b) is received in intangible form and is followed up within a reasonable period of time with a writing describing it and designating it as “confidential” or “proprietary”, or (c) it is something by either the substance of which or the circumstances surrounding its disclosure would lead a reasonable person to believe it is confidential or proprietary. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not: (a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or (b) directly or indirectly disclose Proprietary Information to any person or entity other than Recipient’s employees and consultants who (i) have a need to know in order to fulfill the Purpose, | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Recipient may not assert any claim of title or ownership to the Proprietary Information or any portion thereof. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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In the event Recipient becomes legally compelled to disclose any Proprietary Information, Recipient shall provide Discloser with prior written notice of such requirement as soon as Recipient becomes aware of such requirement, such that Discloser may 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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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not: (a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or (b) directly or indirectly disclose Proprietary Information to any person or entity other than Recipient’s employees and consultants who (i) have a need to know in order to fulfill the Purpose, | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not: (a) use the Proprietary Information for any purpose other than to further the business relationship of the Parties and for the sole benefit of Discloser; or | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party and nothing contained in this Agreement shall be con-strued as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellec-tual property right. The Receiving Party hereby acknowledges and confirms that all exist-ing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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“Proprietary Information” means any confidential, proprietary, or trade secret information concerning Discloser’s (a) customers’ identity, finances, and data, and (b) personnel, business practices, business policies, the terms of any agreements between the Parties, pricing information, information relating to research and development, know-how, methodologies, inventions, specifications, software, market analyses, research strategies, projections, forecasts, proposal related documents and responses, data center and/or facility procedures and operations, data center and/or facility audit results, and compilations, summaries, analyses, copies, or other reproductions, in whole or in part, of the foregoing, except to the extent to which Recipient can establish by legally sufficient evidence that such information: (i) was rightfully in Recipient’s possession without obligation of confidentiality before receipt from Discloser; (ii) is or has become a matter of public knowledge through no fault of Recipient; (iii) is rightfully received by Recipient from a third party without violation of any duty of confidentiality; (iv) is or was independently developed by or for Recipient without use or reference to the Proprietary Information or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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For the purposes of this Agreement, Confidential Information means any data or in-formation that is proprietary to or possessed by a Party and not generally known to the public or that has not yet been revealed, whether in tangible or intangible form, when-ever and however disclosed, including, but not limited to: (i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (ii) any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications, software pro-grams, source code, object code, flow charts, and databases; (iii) any marketing strategies, plans, financial information, or projections, opera-tions, sales estimates, business plans and performance results relating to the Party’s past, present or future business activities, or those of its affiliates, subsidiaries and affiliated companies; (iv) trade secrets; plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognised as Confidential Information by the Parties. | Confidential Information shall only include technical information. | 0contradiction
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1.3 Confidential Information shall be identified either by marking it, in the case of writ-ten materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the confidential nature of the infor-mation. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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1.6 Notwithstanding the aforementioned, Confidential Information shall exclude infor-mation that: (i) is already in the public domain at the time of disclosure by the Disclosing Par-ty to the Receiving Party or thereafter enters the public domain without any breach of the terms of this Agreement; (ii) was already known by the Receiving Party before the moment of disclosure (under evidence of reasonable proof or written record of such disclosure); (iii) is subsequently communicated to the Receiving Party without any obligation of confidence from a third party who is in lawful possession thereof and un-der no obligation of confidence to the Disclosing Party; (iv) becomes publicly available by other means than a breach of the confidential-ity obligations by the Receiving Party (not through fault or failure to act by the Receiving Party); (v) is or has been developed independently by employees, consultants or agents of the Receiving Party (proved by reasonable means) without violation of the terms of this Agreement or reference or access to any Confidential Infor-mation pertaining to the Parties. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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