COMMERCIAL CONFIDENTIALITY Sample Clauses

COMMERCIAL CONFIDENTIALITY. 16.1 Without prejudice to the rights of either Party arising elsewhere in this Agreement, all Proprietary Information exchanged between the Customer and Montvieux (including that contained in any Customer Resources and Deliverables) shall be treated as commercially confidential in accordance with this clause. 16.2 Neither Party shall use, disclose or knowingly permit to be disclosed to any person (except those employees, agents or sub-contractors who need to know the information for the purposes of this Agreement or to outsourced service providers to a Party who need to know the information for the purpose of providing services to that Party) any Proprietary Information of the other Party without the prior written consent of the other Party and both Parties shall ensure that such employees, agents or sub- contractors are subject to like obligations of confidentiality as bind the Parties. 16.3 The obligations of confidentiality owed by one Party to the other set out in this clause shall remain in force despite the completion (or earlier determination) of this Agreement but shall not apply to information which 16.3.1 is in or enters the public domain (otherwise than by a breach of the receiving Party's confidentiality obligations under this Agreement); 16.3.2 is known without restriction to the receiving Party at the time of disclosure without breach of any obligation of confidentiality; 16.3.3 becomes known to the receiving Party without restriction from an independent source having the right to convey it; or 16.3.4 is shown to the reasonable satisfaction of the originating Party to have been generated independently by the receiving Party. 16.4 Nothing herein shall prevent the disclosure of information by the receiving Party to the extent required by applicable law or by the regulations of any stock exchange or regulatory authority to which such Party is subject or pursuant to any order of court or other competent authority or tribunal PROVIDED THAT: 16.4.1 the receiving Party first gives the other Party, where possible, the opportunity to make and/or manage the necessary disclosure; 16.4.2 where the receiving Party is required to make the disclosure itself, the disclosure made is the minimum required (having regard to all possible exemptions from disclosure) and is made under maximum possible constraints of confidentiality; and 16.4.3 the other Party is provided with full information on the intended disclosure and is fully consulted.
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COMMERCIAL CONFIDENTIALITY. 15.1 Without prejudice to the rights of either Party arising elsewhere in this Agreement, all Proprietary Information exchanged between the Customer and Xpand (including that contained in any Customer Resources and Deliverables) shall be treated as commercially confidential in accordance with this clause. 15.2 Neither Party shall use, disclose or knowingly permit to be disclosed to any person (except those employees, agents or sub-contractors who need to know the information for the purposes of this Agreement or to outsourced service providers to a Party who need to know the information for the purpose of providing services to that Party) any Proprietary Information of the other Party without the prior written consent of the other Party and both Parties shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Parties. 15.3 The obligations of confidentiality owed by one Party to the other set out in this clause shall remain in force despite the completion (or earlier determination) of this Agreement but shall not apply to information which
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COMMERCIAL CONFIDENTIALITY. Regulation 64 of the Regulations requires that SEPA maintain a register (“a Public Register”), whilst Schedule 9 of the Regulations sets out what the Public Register shall contain. Regulation 66(2) provides you with an opportunity to apply for exclusion from the Public Register for certain confidential information. Where you are required to supply SEPA with information whether via a condition in this permit, or otherwise, and that information falls under Schedule 9, if you wish it to be excluded from the public register as confidential information, then such a submission must include an application made under Regulation 66(2).
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COMMERCIAL CONFIDENTIALITY. The Clearing Firm represents and warrants that the names and addresses of your Customers which have or which may come to its attention in connection with the clearing and related functions it has assumed under this Agreement are confidential and shall not be utilized by the Clearing Firm except in connection with the functions performed by the Clearing Firm pursuant to this Agreement. Notwithstanding the foregoing, should an Account request that the Clearing Firm or an affiliate of the Clearing Firm become its broker, acceptance of such Account by the Clearing Firm or such affiliate shall not be deemed to violate this representation and warranty, nor result in a breach of this Agreement. The Clearing Firm is authorized to provide account data directly to any requesting Customer or any representative authorized by a Customer.
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Related to COMMERCIAL CONFIDENTIALITY

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • Client Confidentiality Any information about clients of the Employer which is learned by an employee during the course of employment must, as a condition of continued employment, be treated as strictly confidential and each employee is expected to respect this confidentiality and to take all reasonable precautions to safeguard it.

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