Confidentiality Clause Example with 6 Variations from Business Contracts

Confidentiality. 9.1. Prior to the Effective Date of this Agreement, Incyte and Advaxis entered into a certain Confidentiality Agreement dated September 2, 2014 ("CDA"). The CDA is hereby terminated and replaced by the terms of this Agreement. Any information previously disclosed by the Parties pursuant to the CDA shall now be Confidential Information. Subject to Section 13.4.8, FLX Information for purposes of this Agreement and Merck the Parties shall treat it as such in accordance with the terms hereof. 9.2. I...ncyte and Advaxis agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Agreement. Without limiting the foregoing, Advaxis may not use Confidential Information disclosed by or on behalf of Incyte relating to the Receiving Incyte Compound or the Incyte IDO1 program other than for purposes of the Study. Incyte may not use Confidential Information disclosed by or on behalf of Advaxis relating to the Advaxis Compound or the Advaxis LM-LLO program other than for purposes of the Study. Neither Party may not, shall, without the prior written permission of the Disclosing other Party, disclose any Confidential Information of the Disclosing other Party to any Third Party except to the extent disclosure (i) is required by Applicable Law; (ii) is pursuant to the terms of this Agreement; or (iii) is necessary for the conduct of the Study, and in each case ((i) through (iii)) provided that the Receiving disclosing Party shall provide reasonable advance notice to the Disclosing other Party before making such disclosure. disclosure and further provided that the recipient of such Confidential Information shall be bound by an obligation of confidentiality consistent with the obligations contained herein. For the avoidance of doubt, FLX Incyte may, without Merck's Advaxis's consent, disclose Confidential Information to clinical trial sites and clinical trial investigators performing the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities regulatory agencies such as the FDA, EMA or other health authorities working with FLX Incyte on the Study, in each case to the extent necessary for the performance of the Study and provided that such Persons persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as consistent with the obligations contained herein. 9.2. Inventions. 15 Confidential 9.3. Notwithstanding the foregoing: foregoing, (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12; 12 and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12. 22 9.3. Personal Identifiable Data. 9.4. All Confidential Information containing personal identifiable data shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, of this Agreement may be made by either Party, privacy laws, rules and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating regulations applicable to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. such Party. View More

Confidentiality. 9.1. Confidential Information. Subject to Section 13.4.8, FLX 9.1 Advaxis and Merck agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Agreement. Without limiting the foregoing, Merck may not use Confidential Information disclosed by or on behalf of Advaxis relating to the Receiving Adv...axis Compound or the Advaxis Live-Attenuated Bacterial Vaccine program other than for purposes of the Collaboration Program. Advaxis may not use Confidential Information disclosed by or on behalf of Merck relating to the Merck Compound or the Merck PD-1 program other than for purposes of the Collaboration Program. Neither Party may not, shall, without the prior written permission of the Disclosing other Party, disclose any Confidential Information of the Disclosing other Party to any Third Party except to the extent disclosure (i) is required by Applicable Law; (ii) is pursuant to the terms of this Agreement; or (iii) is necessary for the conduct of the Study, Collaboration Program, and in each case ((i) through (iii)) provided that the Receiving disclosing Party shall provide reasonable advance notice to the Disclosing other Party before making such disclosure. For the avoidance of doubt, FLX Advaxis may, without Merck's consent, disclose Confidential Information to clinical trial sites and clinical trial investigators performing the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities regulatory agencies such as the FDA, EMA or other health authorities working with FLX Advaxis on the Study, in each case to the extent necessary for the performance of the Study and provided that such Persons persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as the obligations contained herein. 9.2. Inventions. 9.2 Notwithstanding the foregoing: foregoing, (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12; 12 and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12. 22 9.3. Personal Identifiable Data. 9.3 All Confidential Information containing personal identifiable data shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, privacy laws, rules and regulations applicable to such Party. Certain portions of this Agreement may be made by either Party, document have been marked "[C.I. ]" to indicate that confidential treatment has been requested for such confidential information. The confidential portions have been omitted and no Party shall use submitted separately with the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. Securities and Exchange Commission. View More

Confidentiality. 9.1. Confidential Information. 9.1 Subject to Section 13.4.8, FLX 13.3.7, Syndax and Merck the Alliance agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Without limiting for the foregoing, performance of the Receiving Study and for the Permitted Use. Neither Party may not, shall, with...out the prior written permission of the Disclosing other Party, disclose any Confidential Information of the Disclosing other Party to any Third Party Party, except to such Party's directors, officers, employees, consultants and/or agents who have a need to know such Confidential Information for the purpose of this Agreement and are bound to maintain the confidentiality of the Confidential Information by written obligations of confidentiality and non-use at least as restrictive as the obligations contained herein. Notwithstanding the foregoing, nothing herein shall prohibit any disclosure to the extent such disclosure (i) is required by Applicable Law; (ii) is pursuant to the terms of this Agreement; or (iii) is necessary for the conduct of the Study, and in each case ((i) through (iii)) provided that the Receiving disclosing Party shall provide reasonable advance notice to the Disclosing other Party before making such disclosure and, at the request of such other Party, cooperate with such other Party in obtaining a protective order or similar relief that prevents or limits the scope of, or delays, such disclosure. For the avoidance of doubt, FLX Syndax may, without Merck's the Alliance's consent, disclose Confidential Information to clinical trial sites sites, CROs and clinical trial investigators performing the Study, other vendors (including Subcontractors) directly working on the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities working with FLX Syndax on the Study, in each case to the extent necessary for the performance of the Study and provided that such Persons persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as the obligations contained herein. 9.2. Inventions. 9.2 Notwithstanding the foregoing: foregoing, (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, Parties shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information only as consistent with Articles 10, 11 and 12; and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information only as consistent with Articles 10, 11 and 12. 22 9.3. Personal Identifiable Data. 12; (iii) use and disclosure of Sample Testing Results shall be governed by Section 3.6 and 10, and (iv) use and disclosure of Clinical Data shall be governed by Section 3.7 and 10. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 23 9.3 All Confidential Information containing personal identifiable data shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, of this Agreement may be made by either Party, privacy laws, rules and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating regulations applicable to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. such Party. View More

Confidentiality. 9.1. Confidential Information. 9.1 Subject to Section 13.4.8, FLX 13.3.7, Vaccinex and Merck agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Without limiting for the foregoing, performance of the Receiving Study and for the Permitted Use. Neither Party may not, shall, without the pri...or written permission of the Disclosing other Party, disclose any Confidential Information of the Disclosing other Party to any Third Party Party, except to such Party's directors, officers, employees, consultants and/or agents who have a need to know such Confidential Information for the purpose of this Agreement and are bound to maintain the confidentiality of the Confidential Information by written obligations of confidentiality and non-use at least as restrictive as the obligations contained herein. Notwithstanding the foregoing, nothing herein shall prohibit any disclosure to the extent such disclosure (i) is required by Applicable Law; (ii) is pursuant to the terms of this Agreement; or (iii) is necessary for the conduct of the Study, and in each case ((i) through (iii)) provided that the Receiving disclosing Party shall provide reasonable advance notice to the Disclosing other Party before making such disclosure and, at the request of such other Party, cooperate with such other Party in obtaining a protective order or similar relief that prevents or limits the scope of, or delays, such disclosure. For the avoidance of doubt, FLX Vaccinex may, without Merck's consent, disclose Confidential Information to clinical trial sites sites, CROs and clinical trial investigators performing the Study, other vendors (including Subcontractors) directly working on the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities working with FLX Vaccinex on the Study, in each case to the extent necessary for the performance of the Study and provided that such Persons persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as the obligations contained herein. 9.2. Inventions. 9.2 Notwithstanding the foregoing: foregoing, (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, Parties shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information only as consistent with Articles 10, 11 and 12; and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information only as consistent with Articles 10, 11 and 12. 22 9.3. Personal Identifiable Data. 12; (iii) use and disclosure of Sample Testing Results shall be governed by Section 3.6 and 10, and (iv) use and disclosure of Clinical Data shall be governed by Section 3.7 and 10. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Note: Reference to "Merck" in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany. 25 9.3 All Confidential Information containing personal identifiable data shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, of this Agreement may be made by either Party, privacy laws, rules and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating regulations applicable to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. such Party. View More

Confidentiality. 9.1. 9.1 Confidential Information. Subject to Section 13.4.8, FLX Company and Merck MSD agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Without limiting the foregoing, the Receiving Party may not, without the prior written permission of the Disclosing Party, disclose any Confidential... Information of the Disclosing Party to any Third Party except to the extent disclosure (i) (a) is required by Applicable Law; (ii) Law or the rules of a security exchange; (b) is permitted pursuant to the terms of this Agreement; or (iii) (c) is necessary for the conduct of the Study, and in each case ((i) ((a) through (iii)) (c)), provided that the Receiving Party shall provide reasonable advance notice to the Disclosing Party before making such disclosure. For the avoidance of doubt, FLX Company may, without Merck's MSD's consent, disclose Confidential Information to clinical trial sites and clinical trial investigators performing the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities working with FLX Company on the Study, in each case case, to the extent necessary for the performance of the Study and provided that such Persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as the obligations contained herein. 9.2. 22 Confidential 9.2 Inventions. Notwithstanding the foregoing: (i) (a) Inventions that constitute Confidential Information and are jointly owned by the Parties, shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12; and (ii) (b) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12. 22 9.3. 9.3 Personal Identifiable Data. All Confidential Information containing personal identifiable data Personal Data (including Special Categories of Data) shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, of this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. Data Protection Laws. View More

Confidentiality. 9.1. Confidential Information. Subject to Section 13.4.8, FLX Company and Merck agree to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use Confidential Information of the other Party except to fulfill such Party's obligations under this Agreement or exercising its rights. Without limiting the foregoing, the Receiving Party may not, without the prior written permission of the Disclosing Party, disclose any Confidential Informa...tion of the Disclosing Party to any Third Party except to the extent disclosure (i) is required by Applicable Law; (ii) is pursuant to the terms of this Agreement; or (iii) is necessary for the conduct of the Study, and in each case ((i) through (iii)) provided that the Receiving Party shall provide reasonable advance notice to the Disclosing Party before making such disclosure. For the avoidance of doubt, FLX Company may, without Merck's consent, disclose Confidential Information to clinical trial sites and clinical trial investigators performing the Study, the data safety monitoring and advisory board relating to the Study, and Regulatory Authorities working with FLX Company on the Study, in each case to the extent necessary for the performance of the Study and provided that such Persons (other than governmental entities) are bound by an obligation of confidentiality at least as stringent as the obligations contained herein. *Confidential material redacted and filed separately with the Commission. 23 CONFIDENTIAL 9.2. Inventions. Notwithstanding the foregoing: (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12; and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10, 11 and 12. 22 9.3. Personal Identifiable Data. All Confidential Information containing personal identifiable data shall be handled in accordance with all Applicable Laws relating to data protection and privacy. 9.4. Publicity/Use of Names. No disclosure of the existence, or the terms, of this Agreement may be made by either Party, privacy laws, rules and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating regulations applicable to this Agreement or its subject matter, without the prior express written permission of that other Party, except as may be required by Applicable Law. such data. View More