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. 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 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. The Shelter agrees that, to the extent permitted by law, it shall maintain in confidence and shall not disclose to any third party the terms of this Agreement without the prior written consent of Hill’s.
C onfidentiality. You agree to hold in confidence our Confidential Information, and to refrain from copying, distributing, disseminating or otherwise disclosing such Confidential Information to anyone, other than to your employees, if and to the extent that such employees have a need to know such Confidential Information. You undertake not to use the Confidential Information for any purposes other than for the Service, and not to sell, grant, make available to, or otherwise allow the use of the Confidential Information by any third party, directly or indirectly, except as expressly permitted herein. All Confidential Information shall be and remain the property of PERIMETER 81. Disclosure of the Confidential Information to you shall not be construed as granting any right, title, or license, whether express or implied, with respect to the Confidential Information or to its related intellectual property (including, but not limited to, improvements, modifications and/or derivatives related to the Confidential Information), other than the right to use the Confidential Information strictly in accordance with the provisions of these Terms of Service. The Confidential Information is provided on an "as is" basis, with no warranty of whatsoever kind. Without derogating from the above, we make no warranties, whether express or implied, regarding the accuracy and/or completeness of the Confidential Information disclosed hereunder. For the purposes hereof, Confidential Information" means information, in whatever form disclosed, provided by or on behalf of Safer to you, or to which you otherwise gain access, in the course of or incidental to the Services, and that should reasonably be understood you because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to Safer or a third party.
C onfidentiality. “Confidential Information” means all of the information, data and software furnished by one party to the other in connection with this Agreement that is marked as Confidential or that a party would reasonably deem to be confidential under the circumstances. “Confidential Information” does not include information which: (i) may be publicly disclosed by the party disclosing the information either prior to or subsequent to the receipt of such information by the receiving party; (ii) is or becomes generally known in the trade through no fault of the receiving party; (iii) may be lawfully disclosed to the receiving party by a third person to this Agreement who has lawfully acquired the Confidential Information; or (iv) was independently developed by the receiving party; provided, however, that the receiving party hereby stipulates and agrees that, if it seeks to disclose, display, divulge, reveal, report, publish or transfer, for any purpose whatsoever, any Confidential Information, such receiving party will bear the burden of proving that any such information was independently developed or is or became publicly available without any such breach.
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. Each Party shall keep confidential and shall not use for any other purpose the information obtained as a result of this Voting Agreement, concerning any of the other Parties or concerning the Company, for the term of duration of this Voting Agreement and for an additional period of two (2) years from the date when TEF and TLH cease to hold, jointly, shares representing at least a majority of the voting capital of the Company, without the prior consent of the other Parties, except in the case provided for in Section 5.9.1 below and unless the information is (a) already known to the Party receiving the information at the time of such disclosure by the other Party; or (c) is lawfully received, by any Party, from Third Parties that are not subject to any obligation of confidentiality vis-à-vis the other Party.
5.10.1 If any Party or the Company is obliged, as required by applicable laws and regulations or by a competent governmental authority, to disclose in whole or in part any confidential information referred to in this Section, such Party or the Company, as the case may be, may do so without giving rise to an obligation of indemnity or liability, and shall notify the other Parties of such disclosure requirement prior to the disclosure of the confidential information, noting that in this case the Party obliged to disclose the confidential information shall notify the other Parties in advance before the disclosure is conducted, therein disclosing only such information as is strictly necessary to comply with the respective order and taking all steps to ensure that the information disclosed is treated as confidential.
