7Confidential Information Clause Samples

7Confidential Information. Representative agrees not to disclose to any person outside of its employ, and, for a period of spelled number of years (______) years from the receipt thereof, not to use for any purpose other than to fulfill its obligations under this Agreement, any information concerning customers or markets inside or outside the Territory or the composition, manufacture or development of any product of Manufacturer or any of its affiliates which is disclosed to Representative by Manufacturer in confidence or which is not otherwise publicly available or which is not intended to be disclosed to others. Knowledge or information of any kind disclosed by the Representative to Manufacturer shall be deemed to have been disclosed without obligation on the part of Manufacturer to hold the same in confidence, and Manufacturer shall have full right to use and disclose such information without any compensation to the Representative beyond that specifically provided by this Agreement.

7Confidential Information. “Confidential Information” shall mean any information, knowledge or data of any nature and in any form (including information that is electronically transmitted or stored on any form of magnetic or electronic storage media) relating to the past, current or prospective business or operations of any member of the Group, that at the time or times concerned is not generally known to persons engaged in businesses similar to those conducted or contemplated by any member of the Group, whether produced by any member of the Group or any of their respective consultants, agents or independent contractors or by the Executive, and whether or not marked confidential, including without limitation information relating to any of the Group’s services, projects or jobs, project or job locations, estimating or bidding procedures, bidding strategies, business plans, business acquisitions, joint ventures, processes, research and development ideas, methods or techniques, training methods and materials, and other operational methods or techniques, quality assurance procedures or standards, operating procedures, files, plans, specifications, proposals, drawings, charts, graphs, support data, trade secrets, supplier lists, supplier information, purchasing methods or practices, distribution and selling activities, consultants’ reports, marketing and engineering or other technical studies, maintenance records, employment or personnel data, marketing data, strategies or techniques, financial reports, budgets, projections, cost analyses, pricing information and analyses, employee lists, customer records, customer lists, customer source lists, proprietary computer software, and internal notes and memoranda relating to any of the foregoing.

7Confidential Information. With respect to Licensee’s access and use of the Portal and the Portal Tools, “Confidential Information” means the information that Licensee, or any Licensee Agent, discloses to Prosci through the Portal or the Portal Tools “Confidential Information” shall not include information disclosed to Prosci through the Portal or the Portal Tools by Licensee or any Licensee Agent to the extent such information: (a) is or becomes publicly available by other than unauthorized disclosure by Licensee or a Licensee Agent; (b) is independently developed by Prosci without reference to Licensee’s information disclosed to Prosci through the Portal or the Portal Tools; or (c) is received from a third party who has lawfully obtained such information without a confidentiality restriction.

7Confidential Information. Upon the expiration or termination of this Agreement in its entirety, at the disclosing Party’s election, the receiving Party shall return or destroy all tangible materials to the extent comprising, bearing or containing any Confidential Information of the disclosing Party that are in receiving Party’s or its Affiliates’ or (sub)licensees’ possession and provide written certification of such destruction (if applicable) to the disclosing Party, provided that the receiving Party may retain one (1) copy of such Confidential Information for its archives solely to monitor compliance with its obligations herein or may retain such Confidential Information for which it has any continuing rights, and provided further that the receiving Party shall not be required to destroy electronic files containing such Confidential Information that are made in the ordinary course of its business information back-up procedures.

7Confidential Information. Each Party shall treat as confidential the Confidential Information of the other (the “Disclosing Party”) and shall not release or disclose it to third parties without the prior written consent of the Disclosing Party. Results and Confidential Information of a Disclosing Party should not be disclosed to employees or consultants of the Receiving Party or its Affiliates who are not actually working on the Project unless such personnel are members of the management or “decision makers” within the Receiving Party. The obligation of confidentiality set out in Clause 7.1 shall not apply to Confidential Information which: is or becomes public knowledge prior to the receipt of such Confidential Information by the Receiving Party, other than by breach of this Clause 7; is in the possession of the Receiving Party without restriction in relation to the disclosure before the date of receipt from the Disclosing Party; is independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party; is received by the Receiving Party from a third party that has received it without restriction and who is under no obligation to restrict its disclosure; is required to be disclosed to the Receiving Party’s professional advisers, provided that such disclosure is to the extent necessary only for such advisers, and on terms no less onerous than those set out in this Clause 7; is required to be disclosed by law or final mandatory order of a court or other competent authority to which the Receiving Party is subject; or is released from the provisions of this Clause 7 in accordance with the provisions of Clause 8. Each Party shall ensure that its respective employees and agents who participate in the Project shall comply with the obligations of confidentiality set out in this Clause 7 as though they were Parties to this Agreement and each Party shall ensure that where any of the aforementioned employees cease to be employed by that Party, they shall continue to be bound by such obligations of confidentiality. Each Party agrees to use its Representative for sending, receiving and storing Confidential Information under this Agreement. Each Party shall (through its Representative), on request, deliver a copy of its Confidential Information in tangible form to the other Party within thirty (30) days of receipt of a written request. A Party shall be entitled to make such request from the date of initial disclosure of such information to that Party b...