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. 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:
C onfidentiality. Recipient will protect the secrecy of Discloser's Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care. Subject to Recipient's obligation to comply with applicable law and regulatory requirements, Recipient shall not disclose the Confidential Information of Discloser except to employees (including independent contractors), affiliates, subsidiaries, consultants and other agents of Recipient who have at least an equivalent confidentiality obligation to Recipient and who have a need to know such Confidential Information. The Confidential Information disclosed by Discloser may only be used by Recipient as necessary to perform its obligations or exercise its rights under the Agreement.
C onfidentiality. Exhibit A to this Agreement shall remain confidential except to the extent required to perform the obligations contained herein; to respond to any summons, subpoena, or discovery request; or to comply with any law or request of any judicial or government agency.
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 Xxxxxx 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. During the Subscription Term and for five (5) years thereafter (and perpetually in the case of software and any Customer Content), 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 Agreement, and shall not disclose such Confidential Information to any third party. 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. 9.1 Each party acknowledges that in the course of performing under this Agreement, or in the course of discussing or negotiating Orders or future agreements between the parties, each party may learn confidential, trade secret, or proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality (“Confidential Information”). FAIR Health’s Confidential Information shall include, without limitation, the terms of this Agreement, financial information and employee information; information regarding FAIR Health products, marketing plans, business plans, customer names and lists, Software, Data Products, Services and Documentation; reports generated by or for FAIR Health; FAIR Health’s methods of database creation and data analysis; FAIR Health’s translation, standardization, enhancement, and health data analysis techniques, health data reporting and profiling methods and formats; software tools for report creation, distribution and retrieval; and associated algorithms, developments, inventions, whether patentable or not, improvements, know-how, code (object and source), programs, software architecture, technology and trade secrets. Without limiting the foregoing, Licensee’s Confidential Information shall include information regarding Licensee’s business and information regarding Licensee's clients, financial and claims data.
C onfidentiality. Except as required by applicable law, rule or regulation, or in order to perform the services contemplated by this Agreement, the parties agree to treat information provided in connection with this Agreement as confidential.
C onfidentiality. 13.1. ALL parties shall to maintain the secrecy of all documents failing which the parties have liberty and resort to action as stipulated with MOU.
C onfidentiality. In the course of performance of this Agreement, either party (“Discloser”) may find it necessary to disclose to the other party (“Recipient”), or Recipient may otherwise obtain from Discloser, certain proprietary information or materials, which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be (“Confidential Information”) The following information shall be considered Confidential Information whether or not marked or identified as such: information regarding 42Gearss’ pricing, product roadmaps or strategic marketing plans; and non- public materials relating to the Software.
