(i) Free access to and use of the Nielsen Data Services to the extent necessary for the development and marketing of enterprise products in connection with the business. Nielsen Data Services will be available through the various means by which they will be made available to Nielsen153s customers, including on a computer (downloaded to a PC or sent via CD-ROM as delivered to current Nielsen customers) or on the web (Nielsen operates several web-based reporting platforms). The Company`s free access to Nielsen`s information resources (including Nielsen Data Services) is provided in every way accessible to each customer. Free access to certain Nielsen data services is necessary for the operation of an enterprise product as part of the business or the evaluation of such a corporate product at the reasonable discretion of the company`s management; and the submission of a tender is the first step in drafting the contract. With an offer, one party proposes to another to conclude a legally valid contract with defined conditions. The intent of the offer must be serious and must be easily understood by all parties involved. The Fiscal Member shall consult with the other Member (which is not the Tax Member) and obtain the written consent of the other Member153 before taking any action under this Section 6.06(b) and shall show the other Member the relevant documentation requested by that Member in connection with such an action. In the event of a disagreement between the Tax Matters member and the other member, an accounting firm chosen by the Members153 committee will resolve these disputes. Once the companies have agreed on the underlying terms of the agreement, the formal document can be drafted. No particular language is required. Courts interpret a contract on the basis of the clear and ordinary meanings of the contractual terms, unless a different definition is expressly requested. The contract must be drafted in clear and concise language, taking into account all aspects of the agreement. Although templates are available, they should only be used for consultation purposes.
The agreement must be specifically adapted to the respective agreement. 3.5 Legal Proceedings. No Nielsen services or information may be used in connection with legal or administrative proceedings. If such use is required by legal process, the Customer will have 5.1. Confidentiality. Each party agrees to treat the other party`s confidential information in accordance with the confidentiality agreement between the parties. Notwithstanding the foregoing, either party may provide a copy of this Agreement to a third party who, in good faith, is contemplating a transaction in good faith within the meaning of Section 5.2, provided that such third party agrees in writing to be bound by a customary confidentiality agreement for such transactions and prohibits the use of its knowledge of this Agreement or its provisions for competitive purposes. At the request of the disclosing party with respect to the specifically identified information, the receiving party shall destroy the disclosing party any confidential information in its possession or control153 that has been provided to it by the disclosing party and that the receiving party is not required to retain in order to fulfill the obligations imposed; or exercise any right (including proprietary rights) acquired through this Agreement and acknowledge in writing the return or destruction of such Confidential Information.
If the receiving party is subject to legal or regulatory proceedings or is subject to government regulations requiring the disclosure of the disclosing party`s confidential information, the receiving party will reasonably inform, prior to the disclosure of such information, in advance that the disclosing party is seeking a protection order for the confidential treatment of confidential information, and that only the disclosing party disclose the necessary and required information. If the entire Agreement is terminated, the obligations set forth in this section will be extended for a period of [**] years from that date of termination, except that the Disclosing Party`s Confidential Information, which it expressly identifies as a trade secret, will be protected for a period of [**] years. 5.12. No agency. Nothing in this Agreement shall be construed as creating an agency, partnership or other form of joint venture between Digimarc and Newco 1. Neither party is permitted under this Agreement to enter into or bind contracts for the other party in any way. Signatures from people authorized to bind the company to a contract – such as the CEO or president – are proof of the agreement. Once the agreement is signed, it is difficult to « sign » it or try to evade the obligations it contains. Before signing the agreement, each company`s legal counsel should carefully review the terms of the document. .