Access to Proprietary Information. You acknowledge and agree that You may disclose, or that UPS or the Support Providers may observe, Your information and data during the provision of Support Services by UPS or the Support Providers; and that such information and data shall be deemed non-confidential and thus, not covered by General Terms and Conditions Article 7, unless UPS has agreed otherwise in a signed confidentiality agreement separate from this Agreement. In addition, You acknowledge that the remote communications sessions utilized by UPS or the Support Providers may be implemented through the Internet, which is inherently insecure, and You agree that UPS or the Support Providers shall not be liable for any security breaches occurring on the Internet. You should take the foregoing into account when requesting Support Services from UPS or Support Providers.
Access to Proprietary Information. The parties acknowledge that Employee has access to the Proprietary Information and that the disclosure or misuse of such Proprietary Information could irreparably damage the Companies and/or their respective clients or customers.
Access to Proprietary Information. The Company shall disclose to the Executive, or place the Executive in a position to have access to or develop, trade secrets or confidential information of the Company or its affiliates; and/or shall entrust the Executive with business opportunities of the Company or its affiliates; and/or shall place the Executive in a position to develop business good will on behalf of the Company or its affiliates.
Access to Proprietary Information. The parties acknowledge that Xxxxx has access to the Proprietary Information and that the disclosure or misuse of such Proprietary Information could irreparably damage the Companies and/or their respective clients or customers.
Access to Proprietary Information. Employee acknowledges that in Employee’s position with Lowe’s, Employee was exposed to, and played a crucial role in, the development and implementation of the Company’s strategic business operations, financial performance, marketing strategy, and/or plans for existing and future products and services, and that the Company’s business success and competitive position in the industry are dependent on its exclusive possession of secret, proprietary or confidential information, knowledge or data, and its relationships with customers and suppliers. As such, Employee agrees that the restrictions in this Agreement are reasonable as to the time, territory, and line of business, and are reasonably necessary to protect the Company’s legitimate business interests, protect customer goodwill, and prevent severe and irreparable harm to the Company.
Access to Proprietary Information. You acknowledge that the special relationship of trust and confidence between you, HSW International, and its clients and customers creates a high risk and opportunity for the misappropriation of the relationship and goodwill existing between HSW International and its clients and customers. You further acknowledge and agree that it is fair and reasonable for HSW International to take steps to protect itself from the risk of such misappropriation. You further acknowledge that, at the outset of your employment with HSW International and/or throughout your employment with the Company, you have been or will be provided with access to and informed of HSW International’s Proprietary Information, which will enable you to benefit from the Company’s goodwill and know-how.
Access to Proprietary Information. Executive acknowledges that the special relationship of trust and confidence between him, Employer, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Employer and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for Employer to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that, at the outset of his employment with Employer and/or throughout his employment with Employer, Executive has been or will be provided with access to and informed of Employer's Proprietary Information, which will enable him to benefit from Employer's goodwill and know-how.
Access to Proprietary Information a. During the term of this Agreement, Schwab will provide to Fund Affiliate on a monthly basis, the Proprietary Information for that month. The Proprietary Information shall be provided together with the master accounts of Objecting Customers - which shall be identified only by coded account number.
b. Fund Affiliate will hold the Proprietary Information in strictest confidence and will use the Proprietary Information solely for the business purposes set forth in Recital A above. Fund Affiliate will have in effect, and enforce, rules and policies designed to protect against unauthorized access to or use of the Proprietary Information, including instruction of and written agreements with their employees and Mailing Agent to insure that they protect the confidentiality of the Proprietary Information. Fund Affiliate may disclose Proprietary Information to its responsible employees and Mailing Agent only to the extent necessary to carry out the purpose for which Proprietary Information is disclosed. Fund Affiliate shall instruct its employees not to disclose Proprietary Information to third parties, except to Mailing Agent.
c. Fund Affiliate shall not be prevented from using or disclosing any information or material, or any element thereof, whether or not such information or material is Proprietary Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof:
i. has been previously published or is published hereafter, unless such publication is itself a breach of this Agreement or a similar confidential disclosure agreement with Schwab;
ii. was already known to Fund Affiliate prior to being disclosed by Schwab as evidenced by written records kept in the ordinary course of business of Fund Affiliate or by proof of actual use by Fund Affiliate;
iii. has been or is hereafter rightfully received by Fund Affiliate from a third person without restriction on disclosure and without breach of this Agreement; or
iv. has been independently developed by Fund Affiliate. It shall be presumed that any Proprietary Information in Fund Affiliate's possession is not within exceptions (iii) or (iv) above, and the burden is on Fund Affiliate to prove otherwise by records and documentation.
d. Fund Affiliate may release Proprietary Information if required by law or by order or requirement of any court or governmental authority; provided that prior to releasing Proprietary Information pursuant to any such requirement or order...
Access to Proprietary Information. The parties acknowledge that Minor has access to the Proprietary Information and that the disclosure or misuse of such Proprietary Information could irreparably damage the Companies and/or their respective clients or customers.
Access to Proprietary Information. I understand and acknowledge that, during the course of my employment, I will have access to and learn about Analogic Proprietary Information. I further understand and acknowledge that Analogic’s ability to reserve its proprietary information for the exclusive knowledge and use of my position at Analogic is of great competitive importance and commercial value to Analogic, and my improper use or disclosure of the Analogic Proprietary Information might cause Analogic to incur financial costs, loss of business advantage, liability under confidentiality agreements with third-parties, civil damages, or criminal penalties.
