Agreement to Maintain Confidentiality. (a) As used in this Agreement, “
Agreement to Maintain Confidentiality. (a) Without the Company’s prior consent, Employee shall not divulge any confidential business information, and he agrees and covenants that all confidential business information regarding the Company’s business practices and processes, its marketing plans and methods, its operations analyses and software, customer and client lists and identities, however developed or generated, as well as information concerning customer preferences and current or prospective business opportunities, its financial and budgetary information, business development ideas and strategies, and its other trade information, trade secrets, know-how, and other information regarding the Company’s affairs (“Confidential Business Information”) has been and will continue to be received and held by Employee in the strictest confidence. Employee agrees not to divulge to any other person or use for his personal benefit or for the benefit of any other person, any such Confidential Business Information, except insofar as that person has a need to know such Confidential Business Information in the ordinary course of the Company’s business and for its benefit. Employee further agrees that, upon expiration of the Term, or upon earlier termination of the Agreement, regardless of reason or by whom terminated, he will not exploit and will surrender to the Company any and all documents, records and rights, in whatever form, that may be in his possession or control containing any such Confidential Business Information, as well as any and all other property that may belong to the Company, including, without limitation, computer hardware and software, pagers, PDAs, Blackberries, cell phones and other electronic equipment, notes, reports, studies and all electronically stored information.
Agreement to Maintain Confidentiality. (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor.
Agreement to Maintain Confidentiality. Purchasers and the Credit Parties agree that, except with the prior written permission of the other party, they will maintain in confidence, and will cause the directors, officers, employees, agents, and advisors of Purchasers and the Credit Parties to maintain in confidence, any written, oral, or other confidential information, knowledge or data concerning or relating to the business or financial affairs of the other parties to which such party has been or shall become privy by reason of this Agreement, discussions or negotiations relating to this Agreement, the performance of its obligations hereunder, unless (a) such information is already known to such party or is lawfully disclosed to such party by a third party that, to the knowledge of such party receiving such information, is not bound by a confidentiality agreement, or other contractual, legal or fiduciary obligation of confidentiality, or (b) such information is or becomes generally available to the public other than as a result of a breach of this Section 9.1, or (c) such information is independently developed by such party, or (d) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (e) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. Notwithstanding the foregoing, each Purchaser may disclose such confidential information to actual or potential partners or members of such Purchaser; provided that the Purchaser disclosing such confidential information shall be liable for any breach of this Section 9.1 by any such partner or member.
Agreement to Maintain Confidentiality. Both parties shall take all reasonable steps to ensure that it and its agents maintain the confidentiality of the Confidential Information of the other party.
Agreement to Maintain Confidentiality. The undersigned understands and agrees that, in connection with the undersigned’s service to AHIMA as a Director, the undersigned will be exposed to highly confidential information regarding AHIMA and its activities, including but not limited to strategic plans, financial reports, audit results, internal memoranda, and other materials, records, minutes, or data of a confidential nature (collectively, the “Confidential Information”). In order to protect the Confidential Information, the undersigned hereby promises not to make copies of, discuss, disclose, or otherwise disseminate, or assist or permit others to copy, discuss, disclose, or otherwise disseminate, any Confidential Information, and not to use the Confidential Information for any purpose whatsoever except directly in connection with the undersigned’s service to AHIMA. Further, the undersigned understands and agrees that the above promise of confidentiality will be in effect from the date the undersigned is elected, appointed, or engaged to serve in his or her AHIMA position, throughout the tenure of the undersigned’s Service to AHIMA, and at all times thereafter. Such understanding and agreement requires a former Director to observe the same restrictions on disclosure of confidential information that apply to a current Director. The undersigned acknowledges that a breach of this promise of confidentiality could result in irreparable damage to AHIMA and the public for which a remedy at law will be inadequate, and the undersigned agrees that this promise may be enforced by an injunction. The undersigned agrees to pay all of AHIMA’s costs and expenses, including attorneys’ fees, if AHIMA brings an action against the undersigned for breach of this confidentiality promise and prevails in such action. By signing this Participation Agreement, the undersigned acknowledges his/her understanding of the AHIMA Agreement to Maintain Confidentiality and agrees to abide by the above requirements. Initials
Agreement to Maintain Confidentiality. Executive will at all times keep confidential all of AMCORE's proprietary and/or confidential information and trade secrets that he may have learned at any time during the course of his employment. Executive shall not communicate or divulge such information to any other person, other than as specifically directed or permitted by AMCORE. Executive understands and agrees that all files, records or other documents containing such proprietary or confidential information and trade secrets shall remain the exclusive property of AMCORE. Executive agrees that the types of information covered by these restrictions include without limitation strategic plans, marketing plans, and market analyses.
Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants that it has or may have knowledge of certain Proprietary Information included within the Intellectual Property being assigned to Buyer pursuant to this Agreement. Each Seller acknowledges and agrees that all such Proprietary Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information. Each Seller acknowledges and agrees that Buyer would be irreparably damaged if any of such Proprietary Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliates. Accordingly, each Seller covenants and agrees that it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does not, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Information, for the benefit of either Seller or of any third-party, except that each Seller may disclose, use or exploit a particular item of such Proprietary Information if and to the extent (but only if and to the extent) that such item:
Agreement to Maintain Confidentiality. Both Parties acknowledges the confidential and proprietary nature of the Confidential Information and agrees (i) to hold the Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions each party employs with respect to its own confidential materials) and (ii) not to divulge the Confidential Information to any third person, or to make any use whatsoever of the Confidential Information, except as expressly authorized in this Agreement. Each party shall limit disclosure of Confidential Information received from the other Party to those employees, agents, consultants or subcontractors whose use of or access to the Confidential Information is necessary to carry out such Party’s obligations under this Agreement, or to enable such Party to exercise the rights granted to it hereunder, and who have been advised of the confidential nature of the Confidential Information and are under an express written obligation to maintain such confidentiality. Confidential Information provided or communicated to the receiving Party shall remain the property of the disclosing Party, unless otherwise agreed in this Agreement.
Agreement to Maintain Confidentiality. COMPANY agrees to hold any Confidential Information disclosed to it in confidence, agrees not to use or disclose such Confidential Information except in connection with the Project, and agrees to limit the disclosure of Confidential Information to those employees, agents or other third parties necessary for the Project who have agreed to be bound by the obligations herein. If COMPANY is required to disclose Confidential Information pursuant to a judicial order or other compulsion of law, COMPANY shall (a) limit the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) provide to STARBUCKS prompt notice of such order, and (c) reasonably assist STARBUCKS in obtaining a protective order if requested by STARBUCKS. For purposes hereof, holding Confidential Information in confidence shall include the maintenance of physical and data security measures in accordance with applicable law or regulation and of a nature and scope to prevent unauthorized access to such Confidential Information.
