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Buyer will not circumvent Seller and/or Broker by contacting any person or persons involved with the Business including, without limitation, landlords, employees, suppliers or customers. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms 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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7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. | 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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2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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Buyer agrees not to disclose Confidential Information to anyone other than its/his/her advisors and affiliates who both (a) have a need to know the information in connection with the Transaction; and (b) have agreed by signing a copy of this agreement to be bound by the terms of this agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Without limiting the other restrictions in this agreement, Buyer agrees to use Confidential Information solely to internally evaluate the Business for the possible Transaction and not for any other purposes whatsoever. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 1entailment
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8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. | Confidential Information shall only include technical information. | 0contradiction
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1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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1 - As used in the Agreement the term "Confidential Information" shall mean any information or data whether of financial, commercial, technical, legal or whatever nature disclosed by the Disclosing Party to the Receiving Party under this Agreement, whether in writing or drawings, orally, in the form of samples, models, computer program or in any form whatsoever including information derivable by visual inspection, provided that such written information is clearly and conspicuously marked as proprietary or confidential and that such oral or visual information is designated as proprietary or confidential upon disclosure and confirmed by the Disclosing Party in writing within thirty (30) days from the date of disclosure, provided that such information shall be treated as Confidential Information by the Receiving Party during this thirty (30) day period. | Confidential Information may include verbally conveyed information. | 1entailment
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2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. | 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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However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. 6 - Disclosure period: this Agreement governs communication of Confidential Information from ________________________ (the “Effective Date”) for twelve (12) month duration and shall then terminate. The Receiving Party’s duty to protect Confidential Information as foreseen in article 4 above shall continue for a period of five (5) years after expiry or termination. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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However, that information disclosed by the Disclosing Party hereunder shall not be Confidential Information if it is, as proven by the Receiving Party by appropriate documentation: (a) already available to the public or becomes available to the public through no breach of the Agreement by the Receiving Party; or (b) in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) received independently from a third party free to disclose such information to the Receiving Party; or (d) the result of developments undertaken by the Receiving Party’s personnel which had no access to such information. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | Confidential Information shall only include technical information. | 0contradiction
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“Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 0contradiction
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The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or (d) is independently developed by or for the Recipient by persons who have had no access to or been informed of the existence or substance of the Confidential Information. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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3 - The Confidential Information, all copies thereof and all rights thereto, shall remain the exclusive property of the Disclosing Party. All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. 4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation - not to claim nor to register any Intellectual Property right, nor to exercise any Intellectual Property right or any other right on Confidential Information received under the Agreement. 5 - Nothing contained in this Agreement shall be construed as granting or conferring upon the Receiving Party, whether expressly or impliedly, any right by license or otherwise under any proprietary or statutory right of the Disclosing Party existing prior to or coming into existence after the Effective Date of the Agreement. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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“Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | Confidential Information may include verbally conveyed information. | 1entailment
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All Confidential Information, whether original or copies thereof, including any document, note, meeting report containing such information, shall be promptly returned by the Receiving Party to the Disclosing Party on receipt of the Disclosing Party's written request therefor. The Receiving Party will not retain any copies, extracts or reproductions in whole or in part of the Confidential Information. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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4 - The Receiving Party undertakes during the term of this Agreement and for a period of five (5) years after the date of its expiry or termination: - to safeguard Confidential Information as it does for its own proprietary information of like importance, but at least with a reasonable degree of care, - to use Confidential Information only for the Purpose and to divulge Confidential Information to its personnel for said Purpose only and on a "need to know" basis, - not to duplicate or otherwise reproduce Confidential Information except for such copies as the Receiving Party may require for the Purpose as aforesaid, provided that all copies shall contain the same proprietary and confidential notices and legends as appear on the original Confidential Information, - not to divulge Confidential Information to any third party for any purpose, unless and until expressly authorized in writing to do so by the Disclosing Party, - not to reverse-compile, reverse-assemble or reverse-engineer Confidential Information or any part thereof, unless directed to do so by the disclosing Party as proven by appropriate documentation | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; 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
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The obligations of the Recipient specified in Section 2 above shall not apply with respect to Confidential Information to the extent that such Confidential Information: (a) is or becomes generally known to the public without any act or omission on the part of the Recipient or its Representatives; (b) is in the Recipient’s lawful possession at the time of disclosure by the Disclosing Party; (c) is or becomes known to the Recipient through disclosure by an unaffiliated third party (except where such third party is known by the Recipient to be disclosing such information in breach of obligations of confidence); or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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“Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The confidentiality obligations contained in this Agreement expire and are of no further force or effect five (5) years from last date that Confidential Information was disclosed under this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. | Confidential Information shall only include technical information. | 2neutral
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All Confidential Information shall remain the exclusive property of the Disclosing Party and nothing in this Agreement shall be deemed to grant the Recipient any license, right, title, or interest in or to the Confidential Information. The Recipient acquires no intellectual property license or rights under this Agreement except the limited right to review such Confidential Information. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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9. The undertakings in clauses 3 and 4 will continue in force [indefinitely][for [insert number] years from the date of this Agreement]. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: | Confidential Information may include verbally conveyed information. | 1entailment
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The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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It shall not be a breach of this Agreement for the Recipient to disclose Confidential Information if required to do so under law or in a judicial, arbitral, or governmental proceeding or investigation, provided, (i) the Disclosing Party has been given reasonable prior notice to allow it the option to take actions to protect its interest and Recipient shall cooperate with any reasonable requests of the Disclosing Party in connection thereof, including any protective orders or other safeguards sought by the Disclosing Party; 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
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Any non-public information provided by Disclosing Party, including, without limitation, information about the prototype vehicles, component parts the and company itself at the Meeting are deemed Confidential Information (as defined below) for purposes of this Agreement. The parties hereto are entering into this Agreement to ensure the confidentiality of the Confidential Information. 2. Non-Disclosure of Confidential Information. The Recipient agrees not to videotape, photograph or otherwise record any Confidential Information. The Recipient shall not disclose any Confidential Information to any third parties other than to its affiliates, and its and their respective officers, directors, employees, consultants or professional advisers (collectively, “Representatives”) who have a need to know the Confidential Information for use in evaluating or pursuing a potential business relationship with Disclosing Party or its affiliates (“Permitted Use.”) Recipient will, and will cause its Representatives to (i) hold the Confidential Information in strict confidence, in a manner consistent with the protections it employs to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care and in strict accordance with the provisions of this Agreement; and (ii) use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Recipient shall remain liable for any failure by its Representatives to comply with the terms of this Agreement. “Confidential Information” means any non-public information disclosed by Disclosing Party to Recipient, either directly or indirectly in writing, orally, visually or by inspection of tangible objects in connection with the Meeting and related discussions or the Permitted Use (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, hardware, formulations, specifications, product configuration information, product components, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose. | Confidential Information shall only include technical information. | 2neutral
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5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to: | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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8. The undertakings in clauses 2 and 3 will continue in force [indefinitely.] [for [insert number] years from the date of this Agreement.] | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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6. 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. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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4. The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to: | Confidential Information may include verbally conveyed information. | 1entailment
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3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. | 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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4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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3. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party [except to its employees [and professional advisers] who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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2. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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Each Party's Proprietary Information may include, but is not limited to, patents, copyrights, design methods, ideas, concepts, data, formulas, manufacturing techniques, know-how, business plans, customer lists, solicitation response strategies, technical solutions to client requirements, system architectures, proposal preparation techniques and pricing policies, software, methodologies, technologies, processes, financial information, and sales and marketing information. | Confidential Information shall only include technical information. | 0contradiction
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When a writing contains Proprietary Information the writing will, prior to disclosure to the receiving Party, be marked by the disclosing Party with a suitable legend (such as "Proprietary Information") to indicate its Proprietary status. | All Confidential Information shall be expressly identified by the Disclosing Party. | 1entailment
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a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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5. Disclosure of Proprietary Information to a receiving Party may be either oral or in writing. If an oral disclosure occurs, it will be confirmed within fifteen (15) days following initial disclosure by a written communication stating at least the date and circumstances under which the disclosure occurred and the general nature of the information disclosed. | Confidential Information may include verbally conveyed information. | 1entailment
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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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8. Upon written request of a Party who has disclosed Proprietary Information to a receiving Party, the receiving Party shall promptly return all Proprietary Information except that one copy may be retained by legal counsel of the receiving Party as evidence of what was disclosed. 9. No title, license, or any other right of ownership or use shall be granted (expressly, by implication, or by estoppels) to the receiving party under any patent, trademark, copyright, or trade secret owned or controlled by the disclosing party by the disclosure of Proprietary Information. This Agreement shall not be construed to grant to either Party any patent license, use license, know-how license, or any other rights except as specifically provided herein. 10. This Agreement shall be effective on the date of its full execution by the Parties. a. This Agreement shall terminate at the end of the period of years as provided for in paragraph 4 above, or upon the delivery of written notice of termination by a Party to the other Party; however, the obligations of a receiving Party pursuant to Paragraph 4 shall remain in effect for the term specified therein. b. Notwithstanding the termination of this agreement, the supplied data must be maintained and protected in accordance with its provisions for three (3) years following the termination of this agreement. At the conclusion of this agreement/contract for which data is exchanged, proprietary data shall be returned to the provider or destroyed with a certification to that effect provided to the other party, except the one (1) copy retained by legal counsel as provided in paragraph 8 above. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate 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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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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7. Notwithstanding anything to the contrary in Paragraph 4 hereof, Proprietary Information may be disclosed by a receiving Party to those of its employees and consultants who require knowledge thereof in connection with their duties in conducting the aforesaid purpose of this Agreement and who are obligated by written agreement to hold such Proprietary Information in confidence and restrict its use consistent with the receiving Party's obligations under this Agreement; and Proprietary Information may be disclosed to a legislative, judicial, or regulatory body requiring its disclosure, provided that, prior to such disclosure, the receiving Party has notified the disclosing Party of the requirement with an opportunity for the disclosing Party to object or seek an appropriate protective order. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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Except as expressly provided herein, this Agreement shall not be construed as granting or conferring, either expressly or implicitly, any rights or licenses to Recipient, by the furnishing of Confidential Information by Discloser to Recipient pursuant to this Agreement. 6. Ownership and Return of Confidential Information. All tangible information, including drawings, specifications and other information furnished hereunder shall remain the property of Discloser. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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6. The conditions of Paragraph 4 hereof shall not apply to information which: a. Was in the public domain or generally available to the public prior to receipt thereof by the receiving Party from the disclosing Party, or which subsequently becomes part of the public domain or generally available to the public except by wrongful act of the receiving Party or an employee or agent of the receiving Party; or b. Was (i) in the possession of the receiving Party prior to receipt from the disclosing Party, or (ii) is later received by the receiving Party from a third party, unless the receiving Party knows or has reason to know of an obligation of secrecy of the third party to the disclosing Party with respect to such information; or (iii) is developed by the receiving Party independent of such information received from the disclosing Party; or | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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a. For purposes of this Agreement, “Confidential Information” shall mean any proprietary information belonging to Discloser relating to: (i) Discloser’s proprietary technology, systems, service offering and products, including without limitation, plans and specifications, technical data, trade secrets, know-how, research, product plans, ideas or concepts, services, software, inventions, intellectual property rights, techniques, processes, developments, algorithms, formulas, technology, designs, schematics, drawings, engineering, and hardware configuration information (collectively referred to as “Technical Information”); and (ii) proprietary information relating to the financial information of any of the principals of Discloser, Discloser’s corporate financial information or its operations and business or financial plans or strategies, including but not limited to its identity, customers, customer lists, markets, real estate development plans, financial statements and projections, products, product pricing and marketing, financial or other strategic business plans or information (collectively referred to as “Business Information”), disclosed to Recipient by Discloser, either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities. | Confidential Information shall only include technical information. | 0contradiction
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For purposes of this agreement, Confidential Information shall be assumed to be of a confidential and/or proprietary nature by Recipient, as it is reasonable to assume and expect that said Business Information is highly relevant to the success of its Discloser’s business and is not known to the public. b. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which: (i) is known by Recipient at the time of receipt as evidenced by Recipient’s records; (ii) is or becomes a part of the public domain without breach of the Agreement by Recipient; (iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others; (iv) is independently developed by Recipient; or (v) is disclosed by Recipient pursuant to judicial action or Government regulations provided Recipient notifies Discloser prior to such disclosure and cooperates with Discloser in the event Discloser elects to legally contest and avoid such disclosure. 2. Identification of Confidential Information. For the purpose of the Agreement, written Business or Technical Information (including that which is delivered electronically) that is considered to be Confidential Information by Discloser, shall be so marked by Discloser. Information that is furnished orally shall be considered Confidential Information if Discloser so indicates. Additionally, information furnished by Discloser shall be deemed Confidential Information if it is obvious from its content, in the context under which it is furnished. | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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Termination of the Agreement shall not relieve either party of any obligation set forth in Paragraphs 4 or 6 with respect to Confidential Information, and all such obligations shall continue until expiration of the period set 10. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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b. The restrictions set forth herein shall not apply with respect to information designated by Discloser as Confidential which: (i) is known by Recipient at the time of receipt as evidenced by Recipient’s records; (ii) is or becomes a part of the public domain without breach of the Agreement by Recipient; (iii) is obtained by Recipient from a third party under conditions permitting its disclosure to others; (iv) is independently developed by Recipient; or | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Upon request, or if either party elects not to pursue any further business undertaking with the other, Recipient shall promptly return all tangible information, including any and all copies or partial copies thereof and thereupon confirm destruction of all information held electronically. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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