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Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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7) Notwithstanding the termination or expiration of any other agreement executed in conjunction with this Agreement, the obligations of the Parties with respect to Proprietary Information shall continue to be governed by this Non-Disclosure Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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A receiving Party shall not be liable for disclosure of any Proprietary Information if the same: A. Was in the public domain at the time it was disclosed, or B. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or C. Is disclosed with the written approval of the other Party, or D. Was already in the receiving Party’s possession at the time it was disclosed, or E. Was independently developed by the receiving Party, or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Proprietary Information shall be, upon request at any time, destroyed or returned to the disclosing Party, provided that receiving Party may retain one (1) copy of such Proprietary Information for purposes of monitoring compliance with its obligations under this Non-Disclosure Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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Where the Proprietary Information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally or visually, complete written summaries of all proprietary aspects of any such oral or visual disclosures shall have been delivered to the receiving Party within 20 calendar days of said oral or visual disclosures; provided, however, that Proprietary Information that is not marked or reduced to writing is protected under this Non-Disclosure Agreement if the context and manner in which such Proprietary Information is disclosed would indicate to a reasonable person familiar with the pharmaceutical industry that such Proprietary Information can be reasonably expected to be treated as confidential. | Confidential Information may include verbally conveyed information. | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party’s (i) employees, agents, representatives, directors or officers (collectively, “Representatives”) who need to know such Proprietary Information for the Purpose. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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If receiving Party is required by applicable law, or by process issued in connection with a judicial or administrative proceeding, to disclose any of disclosing Party’s Proprietary Information, receiving Party shall immediately notify disclosing Party of such legal requirement or the issuance of such process so disclosing Party has the opportunity to seek a protective order. | 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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A receiving Party shall not be liable for disclosure of any Proprietary Information if the same: A. Was in the public domain at the time it was disclosed, or B. Becomes part of the public domain without breach of this Non-Disclosure Agreement, or C. Is disclosed with the written approval of the other Party, or D. Was already in the receiving Party’s possession at the time it was disclosed, or E. Was independently developed by the receiving Party, or F. Is or was disclosed by the disclosing Party to a third Party without restriction, or G. Is disclosed to the receiving Party by a third party with no confidentiality obligations to the disclosing Party. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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3) Each Party covenants and agrees that it will, during the term of this Non-Disclosure Agreement, keep in confidence, and prevent the disclosure of Proprietary Information to any third party other than those of receiving Party’s (i) employees, agents, representatives, directors or officers (collectively, “Representatives”) who need to know such Proprietary Information for the Purpose. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Any Proprietary Information provided by one Party to the other shall be used only in furtherance of the Purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; | Confidential Information shall only include technical information. | 2neutral
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j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. | Confidential Information may include verbally conveyed information. | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Exceptions to Confidential Information: This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest 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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Exceptions to Confidential Information: This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Recipient may disclose the Confidential Information only to such of its employees, directors, officers, agents, consultants and administrators who have a need-to-know such information for the Project provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Notwithstanding the above, Confidential Information will not include any information that is (a) rightfully in the public domain other than by a breach of a duty to the disclosing party; (b) rightfully received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by the receiving party; (e) generally made available to third parties by the disclosing party without restriction on disclosure; or (f) disclosed in furtherance of an order to disclose issued by a court of proper jurisdiction; provided, however, in such instance, the party having received the Confidential Information will provide prompt notice to the other party in order to facilitate that party’s legal intercession. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 2neutral
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j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Exceptions to Confidential Information: This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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Exceptions to Confidential Information: This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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“Confidential Information” means all financial, business and other information, in whatever form or medium (whether written, oral or electronic), including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, customer information and marketing data that is furnished or disclosed by a Disclosing Party to the Receiving Party solely in connection with the Evaluation, except that such term will not include | Confidential Information shall only include technical information. | 0contradiction
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j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The Receiving Party’s obligations under Sections 2 and 3 will survive any return or destruction of Confidential Information. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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At the request of the Disclosing Party, the Receiving Party will either return to the Disclosing Party or destroy all Confidential Information and any reproductions thereof. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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“Confidential Information” means all financial, business and other information, in whatever form or medium (whether written, oral or electronic), including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, customer information and marketing data that is furnished or disclosed by a Disclosing Party to the Receiving Party solely in connection with the Evaluation, except that such term will not include | Confidential Information may include verbally conveyed information. | 1entailment
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j. Confidential Information: any information disclosed by one Party (the ‘Discloser’) to another party (the ‘Recipient’) relating directly or indirectly to the Project, which is identified by the disclosing Party, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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“Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions 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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The Receiving Party will not reproduce the Confidential Information except as reasonably necessary for purposes of the Evaluation. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate 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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“Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon termination of this agreement, all the confidential information made available by M&R shall be returned to M&R on request of M&R, all copies that were made shall be destroyed or handed over to M&R and all stored information shall be deleted. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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The communication, disclosure or making accessible of confidential information grants the Partner no rights, licenses or industrial property rights of any kind whatsoever. All rights in the confidential information shall remain with M&R. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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"Confidential information" in the sense of this agreement is all the information of a financial, commercial, technical or other confidential nature, in particular all specifications, descriptions, drafts, drawings, constructions, cross-sections, samples, data, files, inventions, formulas, procedures, plans, programs, models and other knowledge, experience and know-how that are not part of the state of the art that are disclosed or made accessible to the Partner by M&R in the scope of the project, and that independently of whether they were expressly or implicitly designated as secret or confidential in each case. In particular, data in connection with accounting, such as balance sheets, interim balance sheets, reports, analyses, supporting documents and the like are confidential information as defined by the agreement. | Confidential Information shall only include technical information. | 0contradiction
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"Confidential information" in the sense of this agreement is all the information of a financial, commercial, technical or other confidential nature, in particular all specifications, descriptions, drafts, drawings, constructions, cross-sections, samples, data, files, inventions, formulas, procedures, plans, programs, models and other knowledge, experience and know-how that are not part of the state of the art that are disclosed or made accessible to the Partner by M&R in the scope of the project, and that independently of whether they were expressly or implicitly designated as secret or confidential in each case. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Upon termination of this agreement, all the confidential information made available by M&R shall be returned to M&R on request of M&R, all copies that were made shall be destroyed or handed over to M&R and all stored information shall be deleted. Confidential information that has to be kept in order to comply with legal obligations, in particular archiving obligations, shall be excepted from that. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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“Confidential Information” means all financial, business and other information, in whatever form or medium (whether written, oral or electronic), including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, customer information and marketing data that is furnished or disclosed by a Disclosing Party to the Receiving Party solely in connection with the Evaluation, except that such term will not include | Confidential Information may include verbally conveyed information. | 2neutral
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“Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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Confidential information may only be passed on to general managers, employees, representatives or consultants of the Partner for whom the disclosure of or access to such confidential information is demonstrably necessary in the scope of the project. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Excepted from the non-disclosure obligation above shall be know-how and information a) which was apparent to or generally known by the Partner or was state of the art already; b) which was already known by the Partner at the time of disclosure; c) which subsequently becomes apparent or generally known or state of the art through no fault of the Partner; d) which is disclosed or made accessible to the Partner by a third party who has the right to do so; | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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Confidential information may only be passed on to general managers, employees, representatives or consultants of the Partner for whom the disclosure of or access to such confidential information is demonstrably necessary in the scope of the project. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Recipient agrees, prior to the termination of this Agreement, to provide the Provider with all work products incorporating or derived therefrom or written confirmation of their destruction. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Confidential Information includes, but is not limited to, formulations, know-how, manufacturing processes, inventions, products, processes, techniques, compositions, compounds, plans, practices, drawings, prototypes, recordings, instructions, manuals, papers or other materials in whatever form or nature; | Confidential Information shall only include technical information. | 0contradiction
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(a) “Confidential Information” means the information relating to the Purpose provided by one Party to the other Party and clearly marked “CONFIDENTIAL” or if related orally or visually, identified as “CONFIDENTIAL” at the time of disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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The rights and obligations of the Parties under paragraphs 3 and 4 of this Agreement shall continue beyond termination. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Obligations of confidentiality will not apply to information that: (a) at the time of disclosure is published or is otherwise in the public domain; or (b) after the disclosure becomes part of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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(a) “Confidential Information” means the information relating to the Purpose provided by one Party to the other Party and clearly marked “CONFIDENTIAL” or if related orally or visually, identified as “CONFIDENTIAL” at the time of disclosure. | Confidential Information may include verbally conveyed information. | 1entailment
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“Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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“Representative” means the directors, officers, employees, investment bankers, rating agencies, consultants, counsel, and other representatives of ADP or the Partner, as applicable. Section 2. Use and Ownership of Confidential Information. The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of Partner’s submission of its Application for evaluation by ADP for the potential sale of, promotion of, access to and/or marketing of, such Application in the ADP Marketplace to Prospects through the ADP Marketplace, and for no other purpose. The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. Section 3. Confidentiality Obligation. Except as required by law, the Receiving Party shall treat as confidential and will not use (other than for the purpose of evaluating the Partner Application as stated in Section 2 above), disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than Representatives of the Receiving Party who have a business need to know for purposes of the Evaluation, and who have been advised by the Receiving Party of the terms and conditions of this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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Obligations of confidentiality will not apply to information that: (a) at the time of disclosure is published or is otherwise in the public domain; or (b) after the disclosure becomes part of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or (e) Recipient is required by law to disclose, provided the Recipient shall, where possible, so advise Provider in advance of such disclosure so as to allow Provider an opportunity to challenge such disclosure. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially (and any such disclosure by the Receiving Party will not violate the terms of this Agreement). | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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5. Recipient may disclose the Confidential Information only to such of its employees who have a need to know such information for the Purpose and according to the terms and conditions contained herein. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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4. Recipient agrees not to use the Confidential Information in any manner whatsoever, directly or indirectly, and Recipient will not make use of such Confidential Information for any purpose, within or outside of its business, other than in connection with the Purpose. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon termination or expiration of the Agreement, or upon written request by either party, each party shall promptly return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof, or destroy all Confidential Information and copies thereof and certify its destruction to the Provider. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to the Confidential Information of the other party disclosed pursuant to this Agreement, and any grant, if any, shall be set forth in a separate, express written agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Obligations of confidentiality will not apply to information that: (a) at the time of disclosure is published or is otherwise in the public domain; or (b) after the disclosure becomes part of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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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. | Confidential Information shall only include technical information. | 0contradiction
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(a) “Confidential Information” means the information relating to the Purpose provided by one Party to the other Party and clearly marked “CONFIDENTIAL” or if related orally or visually, identified as “CONFIDENTIAL” at the time of disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Obligations of confidentiality will not apply to information that: (a) at the time of disclosure is published or is otherwise in the public domain; or (b) after the disclosure becomes part of the public domain; or (c) was known to Recipient prior to receipt from Provider and was not acquired by Recipient, its employees, directors, agents, consultants, advisers, or other third parties directly or indirectly from Provider; or (d) is developed independently by Recipient without reference to Confidential Information; or | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Upon termination or expiration of the Agreement, or upon written request by either party, each party shall promptly return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof, or destroy all Confidential Information and copies thereof and certify its destruction to the Provider. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential 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. | Confidential Information may include verbally conveyed information. | 1entailment
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7. No right or license whatsoever, expressed or implied, is granted by either Party to the other pursuant to this Agreement under any patent, patent application, copyright, trademark or other proprietary right now or hereafter held by or licensed to Provider. No legal obligations, rights, relationship or duties shall be construed or inferred from the entering into of this Agreement other than as expressly set out herein. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Recipient will only share Confidential Information with its employees, advisors, and agents when such disclosure is necessary for the purpose for which the Provider disclosed the information. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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Notwithstanding the above, the Recipient shall not be in violation of this Agreement if the disclosure is in response to a valid subpoena or order by a court or other government body, provided the Recipient presents the Provider with as much prior written notice of such disclosure as is reasonable in order to permit the Provider an opportunity to seek confidential treatment of such 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 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 may acquire information similar to Confidential Information from a third party. | 1entailment
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The Recipient will only share Confidential Information with its employees, advisors, and agents when such disclosure is necessary for the purpose for which the Provider disclosed the information. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 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 shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Except as otherwise expressly set forth in this Agreement, both parties herein will hold in confidence and not disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Trade Secrets or Confidential Information or any portion thereof. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 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 shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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(b) All information provided by either "Party" to the other party shall remain the sole and exclusive property of the Provider. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The terms and existence of this Agreement, the fact that Confidential Information has been made available hereunder, that discussions or negotiations are taking place concerning a potential business relationship involving the Parties and all the terms, conditions, and other facts with respect thereto (including the status thereof) shall also be considered Confidential Information that is subject to the provisions of this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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I. CONFIDENTIAL INFORMATION - As used herein, Confidential Information shall mean any information and data of a confidential or proprietary nature which is disclosed by Disclosing Party to Receiving Party, including but not limited to, customer information, proprietary technical, financial, personnel, marketing, pricing, sales, and/or commercial information with respect to computer networking, data communications, computing services; development, operation, performance, cost, know-how, business, process and marketing of computer software and other technology relating to computer networking, data communications and computing services as well as ideas, concepts, designs and inventions, computer source and object code and computer programming techniques; and all record bearing media containing or disclosing such information and techniques that are disclosed pursuant to this Agreement. | 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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Recipient’s obligations under this Agreement with regard to the Trade Secrets remain in effect for so long as such information shall remain a trade secret under applicable law. | 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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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 retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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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. | Confidential Information may include verbally conveyed information. | 2neutral
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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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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 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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