Buyer’s Confidential Information Sample Clauses

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, as necessary to perform its obligations under this Agreement and the Transaction Documents or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any of Seller’s or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement or the Transactions. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written records: (i) is or becomes a matter of public knowledge through no fault of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty of confidentiality; (iii) is disclosed under operation of Law, provided that Seller will use reasonable efforts to provide Buyer with prompt written notice of any such requirement in order to enable Buyer to seek an appropriate protective order or other remedy, and that Seller will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approval. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.
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Buyer’s Confidential Information. All Buyer Data and any information that relates to the business, affairs, developments, trade secrets, know-how, personnel, and Suppliers of the Buyer, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above Any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). 'Buyer Data' Data that is owned or managed by the Buyers. 'Buyer Software' Software owned by or licensed to the Buyer (other than under or pursuant to this Agreement), which is or will be used by the Supplier for the purposes of providing the Services.
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Buyer’s Confidential Information. (a) Except as provided in Section 6.3(b) and except as necessary to perform its obligations under the Collateral Agreements, after the Closing Date and for a period of five (5) years thereafter, AMCC and each Selling Subsidiary agrees that it will keep confidential all of Buyer’s and its Affiliates’ Confidential Information that is conveyed to Buyer as part of the Purchased Assets or is assigned as part of the Assumed Liabilities or is otherwise exposed to it in the course of the transactions contemplated hereby, including, for purposes of this Section 6.3, information about the Storage Business’s business plans and strategies, marketing ideas and concepts, especially with respect to unannounced products and services, present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers’ applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information. (b) Notwithstanding the foregoing, such Confidential Information shall not be deemed confidential and Sellers shall have no obligation with respect to any such Confidential Information that, following the Closing: (i) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Sellers; or (ii) is received by Sellers from a Third Party without similar restriction and without breach of any agreement; or (iii) is, subject to Section 6.3(c), required to be disclosed under applicable Law or judicial process. (c) If either AMCC or any Selling Subsidiary (or any of their respective Affiliates) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, such party will promptly notify Buyer of such request or requirement and will cooperate with Buyer such that Buyer may seek an appropriate protective order or other appropriate remedy. If, in the absence of a protective order or the receipt of a waiver hereunder, such party (or any of its Affiliates) is in the reasonable judgment of such party’s counsel (internal or external) required to disclose the C...
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Buyer’s Confidential Information. Confidential information shall also include any Project information obtained by Seller from, or disclosed to Seller by, Buyer, its agents or employees, which is considered by Buyer to be proprietary, and is designated by label, stamp, or other written communication by Buyer to Seller that the information or documentation furnished is proprietary and confidential, except such information as was (i) previously known by Seller, free from any obligation to keep it confidential, (ii) publicly disclosed or disclosed without restriction by Buyer to parties other than Buyer's partners, affiliates of partners or lenders or potential lenders for the Project, either prior to or subsequent to the receipt by Seller of such information, or (iii) is developed independently by Seller, its agents or employees without use of Buyer's confidential information. Except as may be authorized by Buyer in writing, Seller shall not disclose to any person, firm, or enterprise, or use for its own benefit other than in the performance of its obligations under this Contract or if required to do so by a court, governmental or regulatory body, any such confidential information of Buyer.
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Buyer’s Confidential Information. Seller will keep confidential all information, drawings, specifications or data furnished by Xxxxx and shall not divulge or use such information, drawings, specifications or data for the benefit of any third person or entity or for any purpose other than the performance of this Order. Except as required for the performance of this Order, Seller will not make copies or permit copies thereof to be made without the prior written consent of Buyer; Seller will, upon completion of this Order, return such information, drawings, specifications and data to Buyer and make no further use, either directly or indirectly, of any such data or of any information derived therefrom without obtaining Buyer’s prior written consent.
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Buyer’s Confidential Information. Seller must at all times keep secret and confidential, and must not use, divulge or disclose any information relating to Buyer or its business (which is disclosed to the recipient by Buyer, its representatives or advisers), this Agreement or any Ancillary Agreement or the terms of the transaction other than to the extent that: (i) Seller is required to disclose the information by applicable law or the rules of any recognized stock exchange on which its shares or the shares of any of its Affiliates are listed, provided that the Seller has consulted with Buyer as to the form and content of the disclosure; (ii) the disclosure is made by Seller to its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers only to the extent necessary to enable Seller to properly perform its obligations under this Agreement or to conduct its business generally, in which case Seller must ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person; or (iii) the disclosure is required for use in legal proceedings regarding this Agreement or the Asset Purchase.
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Buyer’s Confidential Information. All Buyer Data and any information that relates to the business, affairs, developments, trade secrets, know­how, personnel, and Suppliers of the Buyer, including all Intellectual Property Rights (IPRs), together with all information derived from any of the above Any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked 'confidential'). 'Buyer Data' Data that is owned or managed by the Buyers. 'Buyer Software' Software owned by or licensed to the Buyer (other than under or pursuant to this Agreement), which is or will be used by the Supplier for the purposes of providing the Services. 'Call­Off Contract' The legally binding agreement (entered into following the provisions of this Framework Agreement) for the provision of Services made between a Buyer and the Supplier. This may include the Order Form detailing service requirements, term of Call­Off Order, start date and pricing. 'Charges' The prices (excluding any applicable VAT), payable to the Supplier by the Buyer under the Call­Off Contract. ‘PSN Code of Practice’ Those obligations and requirements for PSN Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the code template. ‘Collaboration Agreement’ An agreement between the Buyer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Buyer’s Services and to ensure that the Buyer receives an efficient end­to­end G­Cloud Services. ‘Commencement Date’ For the purposes of the Framework Agreement, commencement date shall be as outlined in Section 1 ­ The Appointment within this Framework Agreement. For the purposes of the Call­Off Contract, commencement date shall be as set in the Order Form. 'Commercially Sensitive Information' Information, which CCS has been notified about, (before the start date of the Framework Agreement) or the Buyer (before the Call­Off Contract start date) with full details of why the Information is deemed to be commercially sensitive. ‘Comparable Supply’ The supply of services to another Buyer of the Supplier that are the same or similar to any of the Services ‘Confidential Information’ CCS's Confidential Information or the Supplier's Confidential Information, which may include (but is not limited to): ● any information that relates to the business, affairs, developments, trade secrets, know­how, personnel,...
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Buyer’s Confidential Information. In connection with this transaction, Seller has requested and may request from Buyer certain documents and other information relating to Buyer which Buyer considers to be confidential (collectively, "Buyer's Confidential Information"). All of Buyer's Confidential Information shall at all times be the property of Buyer. Seller and Xxxxx Oil shall obtain no rights in any of Buyer's Confidential Information, except as otherwise required to enforce the terms hereof. Seller agrees as follows: 6.2.1 Except as may be required by applicable laws or as Buyer may from time to time consent to in writing, Seller shall not, at any time, disclose Buyer's Confidential Information, or any part thereof, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. 6.2.2 Except as otherwise required herein, at such other time or times as Buyer may request, Seller shall immediately return to Buyer all of Buyer's Confidential Information and shall not retain any copies thereof and shall continue to refrain from any use whatsoever of Buyer's Confidential Information. 6.2.3 In the event Seller takes any action or fails to take any action in contravention of this Section 6.2, Seller shall indemnify and hold harmless Buyer from any damage or claim that may arise as a result of such action or inaction. In addition, Buyer shall be entitled to collect from Seller all costs incurred in obtaining such indemnification, including all attorneys' fees and court costs. Seller shall take any and all legal actions necessary to minimize any damages resulting from such disclosure, to retrieve such disclosed Buyer's Confidential Information, and to return same to Buyer upon Buyer's direction.
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Related to Buyer’s Confidential Information

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Company Confidential Information The Subscriber acknowledges that the Company is engaged in business development including programs of research and development and the marketing of products and services. The Subscriber also recognizes the importance of protecting the Company’s trade secrets, confidential information and other proprietary information and related rights acquired through such Company’s expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to the Company’s information and/or Company’s confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions with respect to the Company:

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

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