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The Receiving Party agrees not to reverse engineer, disassemble, or otherwise restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
1entailment
Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made.
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
2neutral
Each party shall retain all right, title and interest to such party’s Confidential Information disclosed to the other party. Subject only to the Receiving Party’s limited use of the Confidential Information for the purpose set forth above, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party.
Agreement shall not grant Receiving Party any right to Confidential Information.
1entailment
In addition, Confidential Information shall include all terms and conditions of this Agreement including the fact that the parties are having discussions in order to determine the feasibility of a commercial relationship.
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
1entailment
The term "Confidential Information" as used herein means all trade secrets or confidential or proprietary information of either party, whether or not marked “Confidential”, whether in written or oral form, relating to such party's business or technology, including without limitation, its products, customer data, development and marketing plans, and financial information.
Confidential Information shall only include technical information.
0contradiction
The term "Confidential Information" as used herein means all trade secrets or confidential or proprietary information of either party, whether or not marked “Confidential”, whether in written or oral form, relating to such party's business or technology, including without limitation, its products, customer data, development and marketing plans, and financial information.
All Confidential Information shall be expressly identified by the Disclosing Party.
0contradiction
Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made.
Some obligations of Agreement may survive termination of Agreement.
2neutral
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or
Receiving Party may independently develop information similar to Confidential Information.
1entailment
Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other's Confidential Information, certifying destruction of any copies or partial copies made.
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
2neutral
The term "Confidential Information" as used herein means all trade secrets or confidential or proprietary information of either party, whether or not marked “Confidential”, whether in written or oral form, relating to such party's business or technology, including without limitation, its products, customer data, development and marketing plans, and financial information.
Confidential Information may include verbally conveyed information.
1entailment
6. Each party's Confidential Information shall remain its own property.
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
The party receiving Confidential Information (the “Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the “Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information.
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
0contradiction
The Receiving Party agrees not to reverse engineer, disassemble, or otherwise restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.
Receiving Party may create a copy of some Confidential Information in some circumstances.
0contradiction
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is disclosed by the Receiving Party pursuant to a valid order issued by a court or government agency, provided, however, that the Receiving Party provides the Disclosing Party: (a) prior written notice of such obligation; and
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
1entailment
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information;
Receiving Party may acquire information similar to Confidential Information from a third party.
1entailment
The party receiving Confidential Information (the “Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the “Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information.
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
1entailment
Any use of Confidential Information shall be solely for the purpose authorized above.
Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
1entailment
The Receiving Party agrees not to reverse engineer, disassemble, or otherwise restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
2neutral
Upon the termination of the Recipient for the Purpose; 4.1.1 The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information; and
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
1entailment
The Recipient acknowledges and agrees that the intellectual property and in particular, the copyright in the Confidential Information disclosed by the Discloser, including any documents, files and other items containing any Confidential Information belongs to the Discloser. 5.2 This Agreement is neither to prejudice nor limit the rights of the Discloser in respect of any intellectual property rights in the Confidential Information. 5.3 This Agreement is not to be construed to: 5.3.1 Grant the Recipient any licence or rights other than as expressly set out in this Agreement in respect of the Confidential Information; nor
Agreement shall not grant Receiving Party any right to Confidential Information.
1entailment
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
2neutral
1.2 “Information” means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form.
Confidential Information shall only include technical information.
1entailment
1.1 “Confidential Information” refers to: 1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence; 1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence;
All Confidential Information shall be expressly identified by the Disclosing Party.
1entailment
Each party shall retain all right, title and interest to such party’s Confidential Information disclosed to the other party. Subject only to the Receiving Party’s limited use of the Confidential Information for the purpose set forth above, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party.
Some obligations of Agreement may survive termination of Agreement.
2neutral
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or
Receiving Party may independently develop information similar to Confidential Information.
2neutral
Upon the termination of the Recipient for the Purpose; 4.1.1 The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information; and
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
0contradiction
1.1 “Confidential Information” refers to: 1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence; 1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence; 1.2 “Information” means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form.
Confidential Information may include verbally conveyed information.
1entailment
The party receiving Confidential Information (the “Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the “Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information.
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
The Recipient undertakes to the Discloser to: 2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party;
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
0contradiction
The Receiving Party agrees not to reverse engineer, disassemble, or otherwise restructure and/or copy or in any way recreate in whole or in part any Confidential Information of the Disclosing Party.
Receiving Party may create a copy of some Confidential Information in some circumstances.
2neutral
The Receiving Party shall have no obligation with respect to information which: (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (ii) is or becomes part of the public domain without breach of this Agreement by Receiving Party; (iii) becomes known or available to Receiving Party from a source other than the Disclosing Party with the legal right to use and disclose such information; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
2neutral
The party receiving Confidential Information (the “Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the “Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information.
Receiving Party may acquire information similar to Confidential Information from a third party.
2neutral
The party receiving Confidential Information (the “Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the “Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information.
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
2neutral
The Recipient undertakes to the Discloser to: 2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party; 2.1.2 Use the Confidential Information only for the Permitted Purpose; and
Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
1entailment
The Recipient undertakes to the Discloser to: 2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party;
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
2neutral
Upon the termination of the Recipient for the Purpose; 4.1.1 The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information; and
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
2neutral
1.1 “Confidential Information” refers to: 1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence; 1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence; 1.2 “Information” means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form.
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
2neutral
3. The term "Information" shall include all written information, verbal or otherwise presented in tangible or intangible way, including, but not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, technology, products, designs, specifications, drawings, diagrams, data, computer programs, business activities and operations, reports, studies and other technical, commercial, financial information of each Party or its Affiliates.
Confidential Information shall only include technical information.
0contradiction
2. All the information that (i) is written and marked as CONFIDENTIAL, or (ii) is disclosed verbally, and at the time of its disclosure, the Disclosing Party's identify such information to be protected in accordance with this Agreement ("Confidential Information"), shall be considered confidential and restricted property of the Disclosing Party. 3. The term "Information" shall include all written information, verbal or otherwise presented in tangible or intangible way, including, but not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, technology, products, designs, specifications, drawings, diagrams, data, computer programs, business activities and operations, reports, studies and other technical, commercial, financial information of each Party or its Affiliates. 4. The Receiving Party undertakes, for the period of time specified in Section 13, to keep confidential all Confidential Information submitted by the Disclosing Party, either directly or indirectly through subcontractors and other partners of the Disclosing Party, and being subject to the rules of intellectual property. 4.1 The Receiving Party for purposes of confidentiality is bound by its managers, employees, agents, for any purpose, and principals. 4.2 The Receiving Party acknowledges that the technical specifications as well as all documents to be disclosed are not subject to appropriation, remain the property of Disclosing Party or any third party, as applicable. 4.3 Each Party agrees to use Confidential Information only for the purposes of this Agreement. No license or right under any intellectual property right is granted by the mere transmittal of Confidential Information to the Receiving Party, nor shall such a transmission constitute any representation or warranty by the Disclosing Party with respect to infringement of intellectual property rights of third parties. 5. The Receiving Party agrees for the period specified in Section 13 that it will: a. Restrict disclosure of the Confidential Information to the minimum required number of people (such as employees, directors, officers, legal counsels, accountants or consultants who shall also be personally bound to maintain the Information in confidence);
All Confidential Information shall be expressly identified by the Disclosing Party.
1entailment
Notwithstanding the term of the Agreement, the Parties undertake to maintain the confidentiality obligation for a period of three (3) years after Confidential Information disclosure.
Some obligations of Agreement may survive termination of Agreement.
1entailment
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and (ii) upon request, but provided that it complies with applicable Law, cooperate with the Disclosing Party in preventing such a disclosure; e. Publicly available through lawful disclosure; or f. Independently developed by or for the Receiving Party.
Receiving Party may independently develop information similar to Confidential Information.
1entailment
8. All information (either Confidential Information or not) furnished under this Agreement shall remain the property of the Disclosing Party and shall be returned to it or destroyed promptly at its request (together with all relevant copies, extracts, plans, schematics or other reproductions).
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
0contradiction
2. All the information that (i) is written and marked as CONFIDENTIAL, or (ii) is disclosed verbally, and at the time of its disclosure, the Disclosing Party's identify such information to be protected in accordance with this Agreement ("Confidential Information"), shall be considered confidential and restricted property of the Disclosing Party. 3. The term "Information" shall include all written information, verbal or otherwise presented in tangible or intangible way, including, but not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, technology, products, designs, specifications, drawings, diagrams, data, computer programs, business activities and operations, reports, studies and other technical, commercial, financial information of each Party or its Affiliates.
Confidential Information may include verbally conveyed information.
1entailment
1.1 “Confidential Information” refers to: 1.1.1 In respect of Information provided in documentary form or in other electronic form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that is imparted in confidence; 1.1.2 In respect of Information that is imparted orally, any Information that the Discloser or its representatives informed the Recipient at the time of disclosure was imparted in confidence; 1.2 “Information” means but is not limited to information and data whether concerning commercial, financial, technical or any matter provided directly or indirectly by the Discloser to the Recipient in documentary form, orally, or other electronic form.
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
5. The Receiving Party agrees for the period specified in Section 13 that it will: a. Restrict disclosure of the Confidential Information to the minimum required number of people (such as employees, directors, officers, legal counsels, accountants or consultants who shall also be personally bound to maintain the Information in confidence);
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
1entailment
The Recipient undertakes to the Discloser to: 2.1.1 Receive and keep the Confidential Information secret and confidential and not disclose such Confidential Information to any third party;
Receiving Party may create a copy of some Confidential Information in some circumstances.
2neutral
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
1entailment
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose;
Receiving Party may acquire information similar to Confidential Information from a third party.
1entailment
5. The Receiving Party agrees for the period specified in Section 13 that it will: a. Restrict disclosure of the Confidential Information to the minimum required number of people (such as employees, directors, officers, legal counsels, accountants or consultants who shall also be personally bound to maintain the Information in confidence);
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
1entailment
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
2neutral
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
2neutral
Receiving Party shall hold and maintain the Sensitive Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Agreement shall not grant Receiving Party any right to Confidential Information.
1entailment
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
2neutral
For purposes of this Agreement, "Sensitive Information" shall include all information or material that  has or could have commercial value or other utility in the business in which Disclosing Party is engaged  might lead to the security of the Disclosing Party’s physical or information assets or the safety of its staff and customers being compromised.
Confidential Information shall only include technical information.
0contradiction
If Sensitive Information is in a physical or electronic form, the Disclosing Party shall label or stamp the materials with the words OFFICIAL-SENSITIVE, or some similar warning, in line with HMG’s protective marking scheme. If Sensitive Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Sensitive Information.
All Confidential Information shall be expressly identified by the Disclosing Party.
1entailment
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Sensitive Information in confidence shall remain in effect until the Sensitive Information no longer qualifies as a trade secret or otherwise needing protection until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
Some obligations of Agreement may survive termination of Agreement.
1entailment
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; (d) is disclosed by Receiving Party with Disclosing Party's prior written approval; or (e) independently developed by the Receiving Party outside the scope of this agreement.
Receiving Party may independently develop information similar to Confidential Information.
1entailment
Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Sensitive Information within a reasonable time period if Disclosing Party requests it in writing.
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
0contradiction
If Sensitive Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Sensitive Information.
Confidential Information may include verbally conveyed information.
1entailment
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
Receiving Party shall carefully restrict access to Sensitive Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
1entailment
Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Sensitive Information.
Receiving Party may create a copy of some Confidential Information in some circumstances.
0contradiction
7. Confidential Information shall not include information which is: a. The information was already known by the Receiving Party prior to its disclosure by a legal and legitimate way, not subject to any obligation to be kept confidential; b. There has been prior written consent of Disclosing Party, to release the obligation of secrecy and confidentiality; c. Lawfully obtained by the Receiving Party from a third party without restrictions as to use and disclose; d. If the Receiving Party receives a court order to disclose Confidential Information. In this case Receiving Party shall (i) promptly notify the Disclosing Party in order to allow the latter to act and avoid such disclosure, and
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
2neutral
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives;
Receiving Party may acquire information similar to Confidential Information from a third party.
1entailment
Receiving Party shall carefully restrict access to Sensitive Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
1entailment
Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Sensitive Information.
Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
1entailment
Pitch Deck Fire agrees that if a Participant delivers to Pitch Deck Fire any information or data marked or identified as confidential or proprietary ("confidential information"), then Pitch Deck Fire shall not, except as otherwise permitted or instructed by the applicable Participant in writing (a) disclose or otherwise make available the confidential information to any third party except to the extent otherwise expressly permitted by this Agreement, (b) modify, copy, transmit, alter, merge, decompile, disassemble, reverse engineer or adapt any portion of the confidential information.
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
1entailment
At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
2neutral
3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party.
Agreement shall not grant Receiving Party any right to Confidential Information.
1entailment
4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
2neutral
1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient.
Confidential Information shall only include technical information.
0contradiction
For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation.
All Confidential Information shall be expressly identified by the Disclosing Party.
0contradiction
If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.
Some obligations of Agreement may survive termination of Agreement.
2neutral
Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose.
Receiving Party may independently develop information similar to Confidential Information.
2neutral
At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
0contradiction
The information may be shared verbally, visually, in a document, via email or other digital forum.
Confidential Information may include verbally conveyed information.
1entailment
4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement.
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
1entailment
Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose.
Receiving Party may create a copy of some Confidential Information in some circumstances.
1entailment
If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
1entailment
4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.
Receiving Party may acquire information similar to Confidential Information from a third party.
1entailment
Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement.
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
1entailment
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
2neutral
8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.
Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.
1entailment
8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.
Agreement shall not grant Receiving Party any right to Confidential Information.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Confidential Information shall only include technical information.
0contradiction
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
All Confidential Information shall be expressly identified by the Disclosing Party.
2neutral
8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.
Some obligations of Agreement may survive termination of Agreement.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party may independently develop information similar to Confidential Information.
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Confidential Information may include verbally conveyed information.
1entailment
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party shall not solicit some of Disclosing Party's representatives.
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party may create a copy of some Confidential Information in some circumstances.
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party may acquire information similar to Confidential Information from a third party.
2neutral
4.1 Regular Board meetings are, in the ordinary course of events, not open to the public and/or media. a) Members of SAMED may on invitation attend Board meetings. b) Once the Board has dealt with an issue in a board meeting and has decided on that matter, the issue is considered to be accessible to members to the extent of that decision. Matters that are so declared may be accessible to the public at large to the extent so declared by the Board. c) All decisions that would be accessible to the general membership and/or the public at large will be recorded as such in the Board minutes. d) If no recordal is made, the matter, discussions and all resolutions should be deemed to be confidential unless declared by the Board by resolution as not confidential.
Receiving Party may share some Confidential Information with some of Receiving Party's employees.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.
2neutral
3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.
Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.
2neutral