1Confidential Information. Throughout the Term, neither Party shall disclose the non-public terms or conditions of this Agreement or the Parties’ bidding or negotiation process (the “Confidential Information”) to a third party. Nineteen.2Permitted Disclosures .
1Confidential Information. During the Employment Term and thereafter, the Employee shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself or others, any confidential matters or trade secrets of, or confidential and competitively valuable information concerning, Parent, the Employer and their respective direct or indirect subsidiaries (collectively, the “Company Group”), including, without limitation, information concerning their organization and operations, business and affairs, formulae, manufacturing processes, proprietary information, technical data, “know-how”, customer lists, details of client or consultant contracts, vendor and purchasing arrangements, terms and discounts, pricing methods and policies, financial information, operational methods, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, technical processes, projects, financing/financial projections, budget information and procedures, marketing plans or strategies, and research products. The confidentiality obligations set forth in this Section 7.1 shall not apply to any information that becomes part of the public domain other than through the Employee’s disclosure in violation of the terms hereof. Nothing herein shall be construed as prohibiting the Employee from using or disclosing such confidential information as is necessary and has been authorized in Employee’s proper performance of services for the Company Group.
1Confidential Information. In connection with this Agreement, each party (“Disclosing Party”) may disclose or make available Confidential Information to the other party (“Receiving Party”). Subject to Section 9.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that Disclosing Party considers confidential or proprietary, including information consisting of or relating to Disclosing Party’s or its affiliates’ technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all Services and NCIT Materials, including the terms of this Agreement, are the Confidential Information of NCIT.
1Confidential Information. The Executive agrees, during the Executive's employment and at all times thereafter, that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive's assigned duties and for the benefit of Employer, either during the period of the Executive's employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to Employer, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Executive during the Executive's employment with the Employer. This
Section 6.1 applies to, but is not limited to, the Employer's, and its parent's, subsidiaries', and affiliates' legal matters, technical data, systems and programs, financial and planning data, business development or strategic plans or data, marketing strategies, software development, product development, pricing, customer information, trade secrets, personnel information, and other privileged or confidential business information. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides Employer with prior notice of the contemplated disclosure and reasonably cooperates with the Executive at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Executive's obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.
1Confidential Information. The Executive shall keep secret and retain in strictest confidence, and shall not use for his personal benefit or the benefit of others or directly or indirectly disclose, except as permitted by Section 4.2 or as may be required or as appropriate in connection with his carrying out his duties under this Agreement, all confidential information, knowledge or data relating to the Company or any of its affiliates, or to the Company’s or any such affiliate’s respective businesses and investments (including confidential information of others that has come into the possession of the Company or any such affiliate), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates and which is not generally available lawfully and without breach of confidential or other fiduciary obligation to the general public without restriction (the “Confidential Company Information”), except with the Company’s express written consent or as may otherwise be required by law or any legal process.
1Confidential Information. Contractor acknowledges that all information, including but not limited to, data, drawings, recordings, tracings, specifications, calculations, diaries, memoranda, manuals, correspondence, documentation, computer software, plans, programs, plants, processes, products, costs, equipment, routes, vendors, personnel, operations, customers, reports, studies, designs, know how, trade secrets, communications written or oral, of any form or media, related to the Company whether received from or on behalf of the Company, whether marked or not, is proprietary and confidential to the Company (“Confidential Information”). Confidential Information shall not include information which:
(i) at the time of disclosure or thereafter becomes a part of the public domain through no wrongful act or omission or noncompliance with this Section 11 by Contractor;
(ii) is subsequently disclosed to Contractor by a third party, and which the third party did not acquire under an obligation of confidentiality;
(iii) was in the possession of Contractor prior to entering into this Agreement and which was not previously disclosed to Contractor as Confidential Information of Company; or
(iv) is required to be disclosed by law, rule, regulation, legal process or order of any court or government body having jurisdiction over the same.
1Confidential Information. For purposes of this Agreement, “Confidential Information” of a Party means any and all confidential or proprietary information, data, or materials, including all Know-How and other scientific, pre-clinical, clinical, regulatory, manufacturing, marketing, financial and commercial information or data, whether or not patentable and in any form (written, oral, photographic, electronic, magnetic, or otherwise), including information of Third Parties, that such Party (or an Affiliate or representative of such Party) discloses or otherwise makes available to the other Party (or to an Affiliate or representative of the other Party) in connection with this Agreement. The Passage Technology shall be the Confidential Information of Passage, and the terms and conditions of this Agreement shall be the Confidential Information of both Parties.
1Confidential Information. (a) Except as set out in this clause 9.1, for the period that Confidential Information is to remain confidential as set out in item 15 of the Details Schedule, each party when receiving Confidential Information of the other party must:
(i) only use the Confidential Information for the purpose of performing this Agreement; and
(ii) keep confidential and not further disclose the Confidential Information.
(b) A party may only disclose Confidential Information to its Personnel for the purpose of performing this Agreement. Where Confidential Information of the other party is disclosed to a party's Personnel, that party must ensure those Personnel are subject to equivalent (legally binding) obligations to those set out in this Agreement.
(c) Each party may disclose Confidential Information of the other party:
(i) with that other party's prior written consent;
(ii) to a professional adviser in order to comply with obligations, or to exercise rights, under this Agreement, provided that the adviser is subject to equivalent (legally binding) obligations to those set out in this Agreement; or
(iii) if required by law or rules of the security exchange, but only to the extent of the legal requirement and after appropriate action is taken to protect the form and content of the disclosure. If a party is required disclose any Confidential Information of the other party pursuant to this clause, that party must promptly notify the other party (to the extent notification is permitted by law).
(d) Without limiting its obligations, each party:
(i) undertakes to implement appropriate security practices to prevent any unauthorised copying, use or disclosure of the other party's Confidential Information; and
(ii) must promptly notify the other if the party becomes aware of any actual or suspected unauthorised use or disclosure of the other party's Confidential Information.
(e) Notwithstanding any other provision of this Agreement, if a party is a Commonwealth Entity or a State or Territory government entity, that party will not be in breach of this clause 9.1 if it is required to disclose the information to a Minister or a House or Committee of Parliament.
(f) This Agreement does not limit any other agreement between the parties that provides authority for a party to disclose or use Confidential Information, where received or created under that other agreement.
(g) The obligations under this clause 9.1 survive the return or destruction of any Confidential Information and the term...
1Confidential Information. “Confidential Information” of a Party shall mean all disclosures of proprietary and confidential information hereunder (i) which are in writing and clearly identified as being “Confidential”; or (ii) if disclosed orally, which are reduced to writing within thirty (30) days of oral disclosure and clearly identified as being “Confidential”. Confidential Information of SENSEONICS also includes all software, whether or not identified as “Confidential”. Except to the extent expressly authorized by this Agreement or otherwise agreed to by the Parties in writing, during the term of this Agreement and for a period of five (5) years following the termination of this Agreement (or in perpetuity with respect to trade secrets and software source code), the receiving Party shall take such reasonable measures to maintain such Confidential Information as confidential as it takes to protect its own proprietary and Confidential Information, and shall not publish or otherwise disclose such Confidential Information or use such Confidential Information for any other purpose than for the performance of this Agreement. The following information shall not be considered Confidential Information:
1Confidential Information. 13.1. 1The Parties are obliged to each other that shall:
13.1.1. 1protect the confidentiality of commercial and business data of other Party on which it come into possession in the process of execution, realisation and after cessation of validity of this Agreement ("Confidential Information");
13.1.1. 2undertake all measures to ensure that its managers, employees, agents and representatives keep all Confidential Information as confidential and to treat them in line with the regulation governing protection of confidentiality of business data; and
13.1.1. 3use the Confidential Information only for the purposes of performing its obligations from the Network Code and this Agreement.
