3Confidential Information. 1The Sponsor and the Trust shall ensure that only those of its officers, Agents and employees (and in the case of the Sponsor those of its Affiliates) directly concerned with the carrying out of this Agreement have access to the Confidential Information of the other Party. Each Party undertakes to treat as strictly confidential and not to disclose to any third party any Confidential Information of the other Party, save where disclosure is required by a Regulatory Authority or by law (including any disclosure required to ensure compliance by the Trust with the FOIA, in accordance with clauses 6.2.6, 6.2.7 and 6.2.8 above). The Party required to make the disclosure shall inform the other within a reasonable time prior to being required to make the disclosure (and, where appropriate in accordance with clause 6.2.7), of the requirement to disclose and the information required to be disclosed. Each Party undertakes not to make use of any Confidential Information of the other Party, other than in accordance with this Agreement, without the prior written consent of the other Party.
3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information.
(b) During the Confidentiality Period, Recipient: (A) shall hold the Confidential Information in strictest confidence, take all reasonable precautions to prevent the inadvertent disclosure of the Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (C) shall not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Recipient’s authorized duties for the Company; and (D) shall promptly and fully advise the Company of all facts known to Recipient concerning any actual or threatened unauthorized use or disclosure of which Recipient becomes aware.
(c) Recipient hereby assigns to the Company any rights Recipient may have or acquire in the Confidential Information, and recognizes that the Company shall be the sole owner of all copyrights, trade secret rights, and all other rights throughout the world (collectively, “Proprietary Rights”) in connection with such rights.
(d) If Recipient receives any subpoena or becomes subject to any legal obligation that might require Recipient to disclose Confidential Information, Recipient will provide prompt written notice of that fact to the Company unless otherwise prohibited by applicable law, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Recipient agrees to not disclose any Confidential Information while any such objection is pending.
(e) Recipient understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Recipient’s association with the Company and at all times after the termination of such association for any reason, Recipient will hold Third Party Information in strict confidence and will not disclose or use any Third Party Information unless expressly authorized by the Company in advance or as may be strictly necessary to perform Recipient’s obligati...
3Confidential Information. (a) On and after the Closing Date, the Restricted Parties will not use or disclose to anybody, and will cause all of their respective Affiliates to refrain from disclosing, any Confidential Information except: (a) where necessary to comply with any legal obligation, such as a court order or subpoena, provided the Restricted Parties will first promptly notify the Operating Partnership prior to any such disclosure and permit Operating Partnership to intervene to block such disclosure; (b) where necessary, to the Restricted Parties’ attorneys and accountants, provided that they will have first been apprised of the limitations of this Agreement and will have agreed to be comply with and be bound by such limitations; or (c) where the Restricted Parties have obtained the express, prior written consent from the Operating Partnership.
3Confidential Information. The Parties agree that Development Progress Reports shall be deemed Licensee’s Confidential Information.
3Confidential Information. The Confidential Information remains the property of the Provider at all times. At the Provider’s request the Recipient must immediately return to the Provider or destroy all material containing Confidential Information in its possession, power or control, including any material created or generated by the Recipient from the Confidential Information.
3Confidential Information. (a) Recipient acknowledges that Recipient will be entrusted with Confidential Information.
3Confidential Information. E.3. 1Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall: treat the other party's Confidential Information as confidential and safeguard it accordingly; and not disclose the other party's Confidential Information to any other person without the owner's prior written consent.
3Confidential Information. Executive acknowledges and agrees that all information regarding the Company or the activity of any member of the Company that is not generally known to persons not employed or retained (as employees or as independent contractors or agents) by the Company, including without limitation information about the customers, business connections, customer lists, procedures, operations, trade secrets, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) is established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by virtue of Executive’s employment with the Company, Executive will have access to, and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, Executive agrees that during the Term and at all times thereafter, Executive will not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other capacity, use or disclose or cause to be used or disclosed any Confidential Information, unless and to the extent that any such information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions. Nothing in this Agreement prohibits or restricts Executive from (i) initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation; or (ii) disclosing information and documents to Executive’s attorney, financial or tax advisors and other professional advisors who are bound by obligations of confidentiality. Executive shall deliver to the Company at the termination of Executive’s employment and the Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, or the business of the Company which Executive may then possess or have under Executive’s control. In addition, Executive agrees that, notwithstandin...
3Confidential Information. Each Party shall return or cause to be returned to the other Party or destroy (and certify such destruction to such other Party) all Confidential Information and all substances or compositions of the other Party or its Affiliates delivered or provided by or on behalf of such other Party in accordance with Section 8.7.
3Confidential Information. Each Company also acknowledges that the Administrator and Authorized Users shall have access to various information (production and distribution reports, financial statements and otherwise) that may sometimes be deemed to be confidential concerning all of the legal entities in the Group of Companies. Each Company declares that all of the legal entities in its group, the Administrator and the Authorized Users may have access to any information, confidential or otherwise, contained in the eTelefilm Portal concerning such Company, and declares to Telefilm that it is authorized by them to access any information, confidential or otherwise, concerning them which is contained in the eTelefilm Portal. Each Company releases Telefilm, its directors, officers, employees and representatives, to their complete exoneration, from any liability in connection with the use or disclosure of the confidential information made available on the eTelefilm Portal by any person. Each Company shall be responsible for establishing confidentiality systems and/or policies and/or confidentiality agreements with the Administrator, the Authorized Users and/or the various legal entities in the Group of Companies, if need be.
