C onfidentiality Sample Clauses

C onfidentiality. Except as provided in this Agreement, without the prior written consent of an authorized representative of District, HMH shall neither divulge to, nor discuss with, any third party the data provided by District, except as required by law. Prior to any disclosure of such matters, whether as required by law or otherwise, HMH shall inform District, in writing, of the nature and reasons for such disclosure. HMH shall not use any communications or information obtained from District for any purpose other than the performance of this Agreement, without District’s written prior consent. Upon termination of the Agreement, HMH shall return all confidential information received from the District and destroy any and all backup copies of said confidential information.

C onfidentiality. During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party to the extent allowable under the Texas Public Information Act. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information, and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

C onfidentiality. In the course of the relationship between the parties, Buyer may acquire valuable trade secrets, proprietary data, and other confidential information of Seller including without limitation drawings, specifications, data, goods, technical information, information on processes, customer lists, customer identities, and other tangible and intangible property (collectively, the “Confidential Information”). Buyer agrees that throughout the course of its relationship with Seller, and for a period of five (5) years after the most recent order placed by and delivered to Buyer, Buyer will not, without the expressed written consent of Seller, directly or indirectly communicate or divulge to, or use for its own benefit or the benefit of any other person or entity, any of Seller’s Confidential Information which was communicated to or otherwise learned of or acquired by Buyer during the course of its relationship with Seller. Notwithstanding the foregoing, Buyer may disclose or use Confidential Information under any of the following circumstances: (i) disclosure or use thereof in good faith and in connection with the performance of its duties in the course of its relationship with Seller to the extent required, (ii) disclosure or use of any such information or data which is generally known within the industry or is otherwise available through independent resources, and (iii) disclosure or use thereof pursuant to any regulatory, compliance, or legal requirement in which case Buyer agrees to provide notice of such requirement prior to such disclosure or use in order to give Seller, in its discretion, the ability to challenge any such disclosure or use with the applicable governmental authority or to otherwise obtain a protective order as to such disclosure or use. Buyer agrees to immediately notify Seller of any disclosure of Confidential Information that is not permitted under this Agreement and of any other misuse of Confidential Information in violation of this Agreement. In addition, Buyer agrees to indemnify and hold harmless Seller and its officers, directors, employees, agents, successors and assigns, from and against any and all claims, actions, suits, demands, damages, liabilities, obligations, and other losses, including reasonable attorneys’ fees and court costs arising therefrom or related thereto, claimed from or against Seller and related to the unauthorized use or disclosure of Seller’s Confidential Information including but not limited to dissemination of ...

C onfidentiality. Any technology or processes, including without limitation technical, financial, sales or marketing information (the “Protected Data”), which is not generally known and which one party (the “Providing Party”) provides to the other (the “Non-providing Party”) in connection with this Agreement, shall be deemed confidential and proprietary to the Providing Party, and will be held in confidence by the Non-providing Party, and will not be utilized for the latter's benefit or disclosed by the latter to others, except if such information (a) was generally known to the public other than by reason of disclosure by the Non-Providing Party in violation of this Agreement; (b) was independently known to the Non-Providing Party prior to disclosure by the Providing Party, as demonstrated by clear and convincing documentation in the Non-Providing Party’s files; or (c) was independently developed by a third person, who disclosed it to the Non-Providing Party as demonstrated by clear and convincing documentation in the Non- Providing Party’s files. In the event of any dispute arising from or relating to Protected Data, the burden of proof in establishing any of the foregoing shall be on the Non-Providing Party.

C onfidentiality. The Deposit Materials shall only be accessible to authorized employees of Escrow Agent. Escrow Agent shall reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Escrow Agreement, Escrow Agent shall not disclose, transfer, make available or use the Deposit Materials. If Escrow Agent receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, Escrow Agent will immediately notify Depositor and Registrant. It shall be the responsibility of either Depositor or Registrant to challenge any such order; provided, however, that Escrow Agent does not waive its rights to present its position with respect to any such order. Escrow Agent will not be required to disobey any court or other judicial tribunal order.

C onfidentiality. The confidentiality of all complaints and reported violations of the provisions of this policy will be strictly maintained, except as required by public disclosure laws or court order.

C onfidentiality. This Agreement is entered into with the express understanding that any and all software, documentation, or other items or information provided by RMI (“Confidential Information”) is to be regarded as proprietary and Confidential Information of RMI or that of the respective owners. Customer shall notify RMI immediately of an unauthorized use of the Services and shall provide reasonable cooperation in discovering and halting such unauthorized use. Moreover, each Party agrees to not disclose or use (other than for purposes set forth herein) any of the other Party’s Confidential Information except where such Confidential Information (i) is already publicly known, ascertainable or available, (ii) was disclosed to such receiving Party by a third- party, or (iii) was previously known to or ascertained by such receiving Party independent of any information provided or made available through the Services. Notwithstanding the foregoing, a Party may disclose Confidential Information of the other Party to the extent required by applicable law.

C onfidentiality. In connection with your participation in GPN, you may be provided with data and information that is designated as confidential or that is reasonably understood to be proprietary or confidential (the “Confidential Information”). You agree to keep the Confidential Information confidential. In no event will you use less than reasonable care to prevent the unauthorized disclosure of the Confidential Information to third parties. If you become aware of any unauthorized use or disclosure of the Confidential Information, you shall promptly and fully notify Groupon of all facts known to it concerning such unauthorized use or disclosure and shall cooperate with Groupon to seek a protective order or other appropriate remedy to protect such Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of you; (ii) you had lawfully in your possession without an obligation of confidentiality to Groupon prior to disclosure hereunder and not otherwise in breach of this Agreement; (iii) you can demonstrate to have independently developed without the use of any Confidential Information of Groupon as evidenced by written documentation; or (iv) you lawfully obtain from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information.

C onfidentiality. 3.6.1 You acknowledge that, you may obtain information relating to the software or Bitdefender, including, but not limited to, any code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, business, product, and data. You shall not disclose such confidential information to any third party or use it for any purpose other than the use of the software as licensed under these WS AV Terms.