C onfidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean (whether disclosed in writing or orally) any and all non-public and/or proprietary information (whether or not marked “confidential” or “proprietary”) provided by Broker with respect to the Property, including, but not limited to, any and all documents, materials, financial information, present or future development plans, agreements, business records, and third party contracts of every type and kind and regardless of the medium in which it is maintained or stored.
C onfidential Information. Information from or regarding a third party and obtained by, through, from, or as a result of this Agreement or the Web Site, either directly or indirectly, and any Web Site Content or other information or materials, whether or not from or regarding a third party, which NYSERDA designates as confidential, including any passwords used in connection with the Web Site. Nothing in this section shall in any way be interpreted as superseding any right or obligation NYSERDA might have to disclose, or not disclose, any third-party information pursuant to the New York State Freedom of Information Law or other applicable law.
C onfidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Xxxxxxxx.xx includes non-public information regarding the Services, including without limitation any information pertaining to the features, functionality or performance thereof. {00167582.DOC;3 } Proprietary Information of Customer includes non-public information provided by Customer to Xxxxxxxx.xx to enable the provision of the Services, including any data that is based on or derived from Customer Data, such as data relating to the purchase of Reserved Instances contracts (“Customer Data”). The Receiving Party agrees: (i) to take no less than commercially reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information; provided that the Receiving Party may disclose Proprietary Information of the Disclosing Party to its officers, employees, contractors and advisors who need to know such information for the purposes of this Agreement and are themselves legally bound by confidentiality and nonuse obligations at least as restrictive as those set forth in this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party without the obligation of confidentiality, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. A party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose the Disclosing Party’s Proprietary Information may disclose the Disclosing Party’s Proprietary Information in compliance with such request provided that such party shall first, to the extent lawful, have given sufficient and prompt written notice to the Disclosing Party of the receipt of any subpoena or other request for such disclosure. Notwithstanding the foregoing obligations, nothing in...
C onfidential Information. In connection with the Agreement, each party hereto a party may disclose its confidential and proprietary information, including Intellectual Property (“Disclosing Party”), to the other party (“ Receiving Party”). Subject to the exceptions listed below, a Disclosing Party’s Confidential Information shall be defined as information disclosed by the Disclosing Party to the Receiving Party under the Agreement that is either: (a) clearly marked or otherwise clearly designated as confidential or proprietary; or (b) should be reasonably understood by the receiving party to be the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, Covisint pricing under the Agreement is the Confidential Information of Covisint, and Customer Data is the Confidential Information of Customer.
C onfidential Information. 5.1 Without the express written consent of the other party, each party (the "Receiving Party") will refrain from disclosing to any body corporate, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust or any individual natural person (“Person”) any Confidential Information (hereafter defined) disclosed to it by the other party (the "Disclosing Party") in connection with this Agreement, whether relating to any of the Disclosing Party’s IP Rights (hereafter defined), contracts, agreements, financial statements, corporate records, customer info, proprietary supplier or procurement information (including pricing), products and product data, human resources information, sales information, expert industry advisors and contacts, manufacturers, markets, software, business plans and models, procedures, processes, methods, opportunities, marketing plans and materials (together, "Confidential Information"), except to the Receiving Party’s affiliates, shareholders, directors, officers, employees, agents, advisors, representatives or sub- contractors (“Representatives”) who (i) need to know such Confidential Information for the purposes of this Agreement, (ii) are informed of the confidential nature of the Confidential Information divulged, and
C onfidential Information. Employee agrees that Employee will not, during the term of this Agreement or any time thereafter, disclose to any unauthorized person, firm or corporation, any trade secrets, other confidential business information or personal information relating to the Company, its subsidiaries or affiliates or to any of the businesses operated by them, or to the Establishments or the Establishments’ patrons, employees or agents. Employee acknowledges and agrees that such trade secrets and other confidential information constitute the Company's sole and exclusive property. For purposes of this Paragraph, the term ''confidential information'' refers to any information that is not generally known to persons outside the employ of the Company and includes, without limitation: the Establishments, or any employees, customers, clients, relationships, or events of or data about the same; research and development data related to the business of the Company; the Company’s financial records, operational manuals and processes and formulae used in the Company's day-to-day operations, as well as any and all personal or proprietary information relating to the Company. Employee will return all documents and other tangible evidence related to the Company's trade secrets and other confidential information upon termination of the Employee’s employment.
C onfidential Information. 1.1 In this Agreement "
C onfidential Information. The parties acknowledge and agree that one party (or its affiliate) may disclose to the other party information which is marked as confidential or would normally under the circumstances be considered confidential information (“Confidential Information”). Confidential Information does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information. The recipient of the Confidential Information of the other party will not disclose such Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this XXXX, while using reasonable care to keep it confidential. Notwithstanding any provision to the contrary in this XXXX, the recipient may also disclose Confidential Information to the extent required by applicable law or legal process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of any legal process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual.
C onfidential Information. 10.1 In respect of any Confidential Information it may receive from the other party, the receiving party undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party (apart from staff, professional advisors or consultants), without the disclosing party's prior written consent provided that:
C onfidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified in writing as confidential at the time of disclosure, is identified as confidential in writing within thirty (30) days of the disclosure, or is of a nature that a reasonable person with knowledge of the Disclosing Party’s business would understand to be confidential. Except as provided herein (including, without limitation, as required for Dataplazma to provide the Services), the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party. The Receiving Party’s non-use and non-disclosure obligations hereunder will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party without restriction on use and/or disclosure from a third party; (iv) is independently developed by or for employees of the Receiving Party without use of or reference to any Confidential Information of Disclosing Party; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
