Agreement to Keep Information Confidential. Consultant acknowledges the confidential and proprietary nature of the Confidential Information, shall keep all Confidential Information in strict confidence and will not disclose or dispose of any Confidential Information to any third party. Consultant may, however, disclose the Confidential Information to its officers, employees, advisers and agents who need to know the Confidential Information for the purposes of the evaluating and assessing the Confidential Information. All individuals receiving any Confidential Information under this Agreement shall be directed by Consultant to treat the Confidential Information confidentially pursuant to the terms of this Agreement. Nothing in this Agreement prevents Consultant from disclosing any Confidential Information as may be required by applicable law, regulation, court order or securities regulatory authority.
Agreement to Keep Information Confidential. The Purchaser and the Seller each acknowledge that during the terms of this Agreement, such party will learn information that the other party considers confidential and secret, including, but not limited to, inventions, research and development technology, formulations, methods and procedures, price lists, marketing plans, discount sheets, trade secrets, technical information, physical specimens, models and technical specimens and specifications related to the Products (collectively, the "Confidential Information"). Each party shall keep the other party's Confidential Information secret and confidential and agrees not to disclose, furnish, communicate or make such Confidential Information accessible to any third party or to use it in any way for such party's own or another's benefit, or permit the Confidential Information to be used in competition with the other party. Specifically, but not by way of limitation, the Purchaser agrees that during the Initial Term of this Agreement (and any renewals thereof) and for a period of two years following the expiration of this Agreement, it will keep confidential the Seller's confidential information relating to the formulation of the Products and any other proprietary information which the Seller may reveal to the Purchaser, unless such information is generally known or has been published or released for circulation to the public or unless the Purchaser is required to disclose such confidential information under law, subpoena or regulatory process, in which case such disclosures shall not breach this Agreement. Furthermore, during the Initial Term of this Agreement (and any renewals thereof) and for a period of two years following the expiration of this Agreement the Purchaser shall not manufacture the Products (except pursuant to a license from the Seller) nor shall the Purchaser, any subsidiary of the Purchaser or any individual, partnership, corporation or other entity related to or associated with the Purchaser, manufacture, purchase or market any similar or competing product. Both the Seller and the Purchaser shall require its agents and employees to agree to be bound by the terms of this section 12. Each party shall refrain from all actions and omissions that would reduce the value of the other party's Confidential Information.
Agreement to Keep Information Confidential. Recipient hereby agrees that the Confidential Information is the confidential, proprietary property of PHG and that Recipient acquires no interest in the Confidential Information, other than the right to use certain Confidential Information to evaluate the Proposed Transaction pursuant to the terms of this Agreement. Recipient therefore agrees to use the Confidential Information solely for the purpose of evaluating the Proposed Transaction and to exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential and proprietary information (and in no event less than a commercially reasonable degree of care and protection). Until such time as this Agreement is terminated, Recipient shall, subject to the provisions of Section 4 below, hold the Confidential Information in strictest confidence and shall not in any way use, copy, disclose, or otherwise make available to any other person or entity any of the Confidential Information. The duty of confidentiality shall not apply to information which: (a) was in the public domain at the time it was communicated to Recipient or subsequently entered the public domain through no fault of Recipient; (b) Recipient can prove was independently developed by Recipient without use of or reference to the Confidential Information or was already known to Recipient at the time of receipt; or (c) is required to be disclosed by Recipient pursuant to judicial order or other compulsion of law, provided that Recipient shall provide to PHG prompt notice of any such order, take all steps to assure that any available protective or similar orders or procedures are obtained and comply with any protective or similar order imposed on such disclosure. In the event of unauthorized disclosure of Confidential Information by Recipient, Recipient shall bear the burden of proof of demonstrating that the information falls under one of the above-described exceptions.
Agreement to Keep Information Confidential. The Employee will, at all times during the employment of the Employee hereunder and for a period of ONE (1) YEAR after termination of the employment of the Employee hereunder for any reason and notwithstanding any alleged breach of this Agreement:
(a) hold in secrecy, as trustee or custodian for the Company and the Company’s exclusive benefit and use, all of the Company’s Confidential Information (as defined below) and all Confidential Information of any member of the KOR Group, whether or not discovered, made or contributed to, in whole or in part, by the Employee;
(b) except, and then only to the extent required under the specific circumstances, as reasonably necessary for the Employee to fulfill the Employee’s duties and responsibilities hereunder, not divulge any Confidential Information to any person or persons, without the previous written consent of the Manager or the Board; and
(c) not use or attempt to use any Confidential Information that the Employee may acquire in the course of the Employee’s employment hereunder for the Employee’s own benefit, directly or indirectly, or for the benefit of any other person.
Agreement to Keep Information Confidential. The Director acknowledges the confidential and proprietary nature of the Confidential Information, shall keep all Confidential Information in strict confidence and will not disclose or dispose of any Confidential Information to any third party. The Director may, however, disclose the Confidential Information to its officers, employees, advisers and agents who need to know the Confidential Information for the purposes of the evaluating and assessing the Confidential Information. All individuals receiving any Confidential Information under this Agreement shall be directed by the Director to treat the Confidential Information confidentially pursuant to the terms of this Agreement. Nothing in this Agreement prevents the Director from disclosing any Confidential Information as may be required by applicable law, regulation, court order or securities regulatory authority.
Agreement to Keep Information Confidential. The Executive will, at all times during the Term and for a period of TWO (2) YEARS after termination of his employment with the Company under this Agreement for any reason and notwithstanding any alleged breach of this Agreement:
(a) hold in secrecy, as trustee or custodian for the Company and the Company’s exclusive benefit and use, all Confidential Information (as defined below), whether or not discovered, made or contributed to, in whole or in part, by the Executive;
(b) except, and then only to the extent required under the specific circumstances, as reasonably necessary for the Executive to fulfill his duties and responsibilities hereunder, not divulge any Confidential Information to any person or persons, without the previous written consent of the Board; and
(c) not use or attempt to use any Confidential Information that he may acquire in the course of his employment with the Company under this agreement for his own benefit, directly or indirectly, or for the benefit of any other person.
Agreement to Keep Information Confidential. The Employee will, at all times during the Term and for a period of TWO (2) YEARS after termination of his employment with the Company under this Agreement for any reason and notwithstanding any alleged breach of this Agreement:
(a) hold in secrecy, as trustee or custodian for the Company and the Company’s exclusive benefit and use, all of the Company’s Confidential Information (as defined below) and all Confidential Information of any affiliates of the Company, whether or not discovered, made or contributed to, in whole or in part, by the Employee;
(b) not divulge any Confidential Information to any person or persons, without the previous written consent of the President; and
(c) not use or attempt to use any Confidential Information that he may acquire in the course of his employment with the Company under this agreement for his own benefit, directly or indirectly, or for the benefit of any other person.
Agreement to Keep Information Confidential. Cerro Rico acknowledges the confidential and proprietary nature of the Information and will keep all Information in strict confidence and will not disclose or dispose of any of the Information to any third party provided that:
(a) Information may be disclosed to those of Cerro Rico’s directors, officers, employees and agents who need to know the Information for the purposes of Cerro Rico evaluating and assessing the Information, all of whom shall be directed by Cerro Rico to treat the Information confidentially pursuant to this Agreement;
(b) Cerro Rico may disclose the Information pursuant to the order of any government, judicial or regulatory authority after giving prior notice to the Company and marking the Information to show that it is confidential to Cerro Rico under the terms of this Agreement; and
(c) any disclosure of Information may be made to which the Company gives its prior written consent.
Agreement to Keep Information Confidential. The Executive will, at all times during the Term and for a period of ONE (1) YEAR after termination of her employment with the Company under this agreement for any reason and notwithstanding any alleged breach of this agreement:
(a) hold in secrecy, as trustee or custodian for the Company and the Company’s exclusive benefit and use, all Confidential Information (as defined below), whether or not discovered, made or contributed to, in whole or in part, by the Executive;
(b) not divulge any Confidential Information to any person or persons, without the previous written consent of the CEO or the VP; and
(c) not use or attempt to use any Confidential Information that she may acquire in the course of her employment with the Company under this agreement for her own benefit, directly or indirectly, or for the benefit of any other person.
Agreement to Keep Information Confidential. The Parties, for their mutual benefit, desire to disclose or have disclosed to the other, certain specifications, designs, plans, drawings, software, data prototypes, or other business and/or technical information (hereinafter collectively referred to as "Information") which is proprietary to the disclosing Party or its affiliated companies and which comprise trade secrets. The receiving Party will hold such Information in confidence, will reproduce or copy such Information only to the extent necessary for its authorized use, will restrict disclosure of such Information to its employees who have a need to know, will advise such employees of the obligations assumed under this section, and will not disclose such Information to any third party without the prior written approval of the other Party.
