Confidentiality and Publicity Contract Clauses (38)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Confidentiality and Publicity clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Confidentiality and Publicity. Subject to the parties' rights and obligations pursuant to this AGREEMENT, YALE and LICENSEE agree that during the TERM and for five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES and, in the case of LICENSEE, its SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking such actions the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL IN...FORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other party's CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this AGREEMENT; and (c) will not use the other party's CONFIDENTIAL INFORMATION other than as expressly permitted by this AGREEMENT or disclose the other party's CONFIDENTIAL INFORMATION to any third parties (other than to AFFILIATES, SUBLICENSEES or other agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within sixty (60) days of termination of this AGREEMENT, return or destroy (with certification of such destruction) all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this AGREEMENT except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: 20 (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient's attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. 8.3. The financial terms of this AGREEMENT constitute CONFIDENTIAL INFORMATION of each party. 8.4. Notwithstanding anything to the contrary contained herein, during the term of the SRA, YALE and its employees, students and volunteers may publically disclose CONFIDENTIAL INFORMATION of either party to the extent permitted under, but subject to the terms and procedures set forth in, Article 6 of the SRA. View More
Found in NextCure, Inc. contract
Confidentiality and Publicity. Subject to the parties' rights and obligations pursuant to this AGREEMENT, Agreement, YALE and LICENSEE agree that during the TERM term of this Agreement and for five (5) years [**] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES and, in the case of LICENSEE, its SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking such actions whatever action the party receiving the CONFIDENTIAL INFORMATION would take to ...preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other party's other's CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this AGREEMENT; Agreement; and (c) will not use the other party's CONFIDENTIAL INFORMATION other than as expressly permitted or contemplated by this AGREEMENT Agreement or disclose the other party's other's CONFIDENTIAL INFORMATION to any third parties (other than to AFFILIATES, SUBLICENSEES or other agents under requirements of confidentiality) under any circumstance except as expressly permitted or contemplated by this Agreement without advance written permission from the other party; and (d) will, within sixty (60) days [**] of termination of this AGREEMENT, Agreement, return or destroy (with certification of such destruction) all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this AGREEMENT Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: 20 (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or -14- Yale Confidential (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient's attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. 8.3. The financial terms of this AGREEMENT Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4. Notwithstanding anything any other provision set forth herein, LICENSEE shall be permitted to the contrary contained herein, during the term of the SRA, YALE and its employees, students and volunteers may publically disclose YALE'S CONFIDENTIAL INFORMATION of either party and this Agreement to any potential financing source, acquirer, sublicensee or strategic partner as long as such person or entity has executed a confidentiality agreement with LICENSEE that contains confidentiality provisions substantially the extent permitted under, but subject to the terms and procedures set forth in, Article 6 of the SRA. same as those contained herein. View More
Found in ARVINAS, INC. contract
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Confidentiality and Publicity. 10.1 Treatment of Confidential Information. The parties agree that during the term of this Agreement, and for a period of [***] after this Agreement terminates, each Receiving Party will (a) maintain in confidence such Confidential Information to the same extent such Receiving Party maintains its own Confidential Information, but with no less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; a...nd (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a Receiving Party is required by law, regulation or court order to disclose Confidential Information of the Disclosing Party, the Receiving Party shall (i) promptly notify the Disclosing Party not less than [***] before the proposed disclosure (or such shorter period of time as may be reasonably practical under the circumstances); (ii) reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use commercially reasonable efforts to seek confidential treatment (i.e., filing "under seal") for such required disclosure. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, agents and employees, to Sublicensees and potential Sublicensees, to collaborators, investors or potential investors of a party in connection with due diligence or similar investigations or in confidential financing documents, and to professional advisors such as attorneys, accountants and insurers (collectively, "Representatives"), provided, in each case, that any such Representative agrees to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 10.1, but with no further right to disclose or otherwise distribute the Disclosing Party's Confidential Information. Each Receiving Party shall be responsible for breach of this Article 10 by its Representatives. 10.2 Publications. Licensee agrees that TSRI shall have the right to publish information developed independently and outside the scope of this Agreement in accordance with its general policies, and that this Agreement shall not restrict TSRI's right to publish such information; provided, that TSRI does not use or disclose any Confidential Information of the Licensee. 10.3 Publicity. Except as otherwise required by law or regulation, no party shall originate or distribute any publication, news release or other public announcement, written or oral, whether in the public press, stockholders' reports or otherwise, relating to this Agreement or to any sublicense hereunder, or to the performance hereunder or under any such sublicense agreements, without the prior written approval of the other party, which approval shall not be unreasonably withheld. Scientific publications not associated herewith and published in accordance with Section 10.2 of this Agreement shall not be construed as publicity governed by this Section 10.3. Notwithstanding the foregoing, in the event that either party determines that applicable securities laws or regulations require disclosure of Confidential Information or this Agreement, such party shall promptly notify the other and the parties shall cooperate in making a disclosure which shall meet the requirements of the applicable securities laws or regulations. View More
Found in IMMUNOMEDICS INC contract
Confidentiality and Publicity. 10.1 Treatment of Confidential Information. The parties agree that during the term of this Agreement, and for a period of [***] five (5) years after this Agreement terminates, each Receiving Party a party receiving Confidential Information of the other party will (a) maintain in confidence such Confidential Information to the same extent such Receiving Party party maintains its own Confidential Information, proprietary information, but with no less than a reasonable degree of care; (b) not discl...ose such Confidential Information to any third party without the Disclosing Party's other party's prior written consent; and (c) not use such Confidential Information for any purpose except those permitted by this Agreement. Notwithstanding the foregoing, if a Receiving Party party is required by law, regulation or court order to disclose Confidential Information of the Disclosing Party, other party, the Receiving Party party required to make such disclosure shall (i) promptly notify send a copy of the Disclosing Party order or notice to the other party not less than [***] ten (10) days before the proposed disclosure (or such shorter period of time as may be reasonably practical under the circumstances); (ii) reasonably cooperate with the Disclosing Party, at other party if the Disclosing Party's expense, other party wishes to object or condition such disclosure through a protective order or otherwise; (iii) limit the extent of such disclosure to the minimum required to comply with the order or notice; and (iv) use commercially reasonable efforts to seek confidential treatment (i.e., filing "under seal") for such required that disclosure. In addition, a Receiving Party party may disclose Confidential Information of the Disclosing Party other party to its Affiliates, agents Affiliates and employees, to Sublicensees and potential Sublicensees, to collaborators, investors or acquirers or potential investors or acquirers of a party in connection with due diligence or similar investigations or in confidential financing documents, and to professional advisors such as attorneys, accountants and insurers (collectively, "Representatives"), an organization to whom TSRI intends to assign or transfer or does assign or transfer this Agreement or the payment obligations due hereunder to TSRI, provided, in each case, that any such Representative third party agrees in writing to be bound by terms of confidentiality and non-use at least as stringent as those set forth in this Section 10.1, 10.1 (except that the duration of the confidentiality obligation need not match the duration stated in this Section 10.1), but with no further right to disclose or otherwise distribute the Disclosing Party's other party's Confidential Information. Each Receiving Party shall be responsible for breach of this Article 10 by its Representatives. 10.2 Publications. Licensee agrees that TSRI shall have the a right to publish information developed independently and outside the scope of this Agreement in accordance with its general policies, and that that, subject to TSRI's compliance with Section 10.1 as it applies to Confidential Information of Licensee, this Agreement shall not restrict restrict, in any fashion, TSRI's right to publish such information; provided, that TSRI does not use or disclose any Confidential Information of the Licensee. publish. 10.3 Publicity. Except as otherwise required by law applicable law, rule or regulation, regulation (including, without limitations, rules of the Securities and Exchange Commission and rules of any stock exchange upon which Licensee's securities may be listed), no party shall originate or distribute any publication, news release or other public announcement, written or oral, whether in the public press, stockholders' reports or otherwise, relating to this Agreement or to any sublicense hereunder, or to the performance hereunder or under any such sublicense agreements, without the prior written approval of the other party, which approval shall not be unreasonably withheld. Scientific publications not associated herewith and published in accordance with Section 10.2 of this Agreement shall not be construed as publicity governed by this Section 10.3. Notwithstanding the foregoing, in the event that either party determines that applicable securities laws or regulations require disclosure of Confidential Information or this Agreement, such party shall promptly notify the other and the parties shall cooperate in making a disclosure which shall meet the requirements of the applicable securities laws or regulations. View More
Found in Eloxx Pharmaceuticals, Inc. contract
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