7Confidential Information Sample Clauses

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...
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
7Confidential Information. (a) Subject to clause 13.7(b) a party will not disclose Confidential Information without the prior written approval of the other party. (b) The obligation not to disclose Confidential Information does not apply to the extent that the Confidential Information is: (i) reasonably required by any persons performing their obligations under this Agreement or to a party’s legal and professional advisors, provided that the Confidential Information is used solely for the purpose of this Agreement; (ii) authorised or required by law to be disclosed; (iii) publicised and reported by NSW Health or the NSW Government on the awarding of the Grant; (iv) shared by NSW Health with another government agency, body or Minister for its legitimate interests; or (v) to give a public explanation of any action that NSW Health takes in connection with this Agreement.
Sample 1

Related to 7Confidential Information

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

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