Confidential Clause Sample Clauses

Confidential Clause. 1. For Xxxxxxxxxxx, the Product is a Confidential Information. 2. Licensee agrees to hold the Product and any other Confidential Information of Xxxxxxxxxxx in confidence, not to disclose the Product to any third parties, and not to use the Product for any purpose other than as explicitly permitted under the license in Paragraph 2. 3. Licensee agrees not to extract stand-alone data from or publish any part of the 4. Licensee agrees to take all reasonable steps consistent with industry standards to protect the Product from misappropriation or misuse. 5. Xxxxxxxxxx agrees to take all reasonable steps consistent with industry standards to protect the Confidential Information of Licensee from misappropriation or misuse. 6. Xxxxxxxxxxx agrees to hold all Confidential Information of Licensee in confidence, not to disclose the Confidential Information of Licensee to any third parties, and not to use the Confidential Information of Licensee for any purpose other than as explicitly permitted under this Agreement.
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Confidential Clause. 4.1 Party A and Party B agree to take all reasonable confidentiality measures to keep confidential of the confidential documents and information (hereinafter referred to as “confidential information”. The provider of the documents and information shall clearly indicate in writing when providing the confidential documents and information.); they may not disclose, give or transfer such confidential information (including the merger of the confidential information recipient with a third party, and directly or indirectly controlled by a third party) to any third party without prior written consents of the confidential information provider. Upon termination of this Agreement, Party A and Party B shall return documents, materials or software containing confidential information to the original owner or provider, or destroy after obtaining consents from the original owner or the provider, including removal of confidential information from relevant memory devices, and shall not continue to use the confidential information. Party A and Party B shall take necessary measures to disclose confidential information only to Party B's staff, agents or professional consultants, and ensure such staff, agents or professional consultants to abide by the confidentiality obligations under this Agreement. Party A and Party B, Party B's staff, agents or professional consultants shall sign a specific confidentiality agreement.
Sample 1
Confidential Clause. The three parties agree that unless the specified requirements of relevant laws, regulations or the relevant government agencies which own the jurisdiction, without the prior written consent of any party hereto this Contract, any party and its employees (including the professional consultants hired due to the performance of this Contract, intermediary agencies, the parent company, subsidiaries, affiliated companies and investors of agents and all parties) shall bear the obligation of confidentiality for the respective system, information and documents which are associated with this Contract, received but not yet open to the public, and shall not disclose the confidential information to another third party and the public. The term of validity of this confidential clause shall not be affected by the term of this Contract and be permanently effective.
Sample 1
Confidential Clause. Party A and Party B both warrant to keep confidential the other Party’s non-public documents and information obtained from the discussion, signing and performing this Agreement (including business secrets, cooperation plans, operational activities, financial information, technical intelligence, operational information and other business secrets). Each Party must not disclose all or part of the non-public documents and information to any third party without permission of the other which provided the documents and information unless otherwise regulated by the law or regulation or agreed by the two Parties.
Sample 1
Confidential Clause. 1. For QZ Solutions, the Product is a Confidential Information. 2. Licensee agrees to hold the Product and any other Confidential Information of QZ Solutions in confidence, not to disclose the Product to any third parties, and not to use the Product for any purpose other than as explicitly permitted under the license in Paragraph 2. 3. Licensee agrees not to extract stand-alone data from or publish any part of the Product without the prior written consent of QZ Solutions. 4. Licensee agrees to take all reasonable steps consistent with industry standards to protect the Product from misappropriation or misuse. 5. QZ Solutions agrees to take all reasonable steps consistent with industry standards to protect the Confidential Information of Licensee from misappropriation or misuse. 6. QZ Solutions agrees to hold all Confidential Information of Licensee in confidence, not to disclose the Confidential Information of Licensee to any third parties, and not to use the Confidential Information of Licensee for any purpose other than as explicitly permitted under this Agreement.
Sample 1
Confidential Clause. The employment creates a relationship of confidence and trust between the employee and the company with respect to certain information of a confidential, proprietary or trade secret nature which gives the company a competitive edge in its business. For the purpose of this agreement, all such confidential, proprietary or trade secret information will be referred to as “Proprietary Information”. This imposed secrecy refers in particular to customer data transmitted to the company’s attention. Products provided by …, and any other type of information concerning … market coverage and strategies are the sole property of …. Market strategic and internal confidential information are only to be transmitted to third parties with the written consent of the company. The employee acknowledges that a violation of these provisions would justify the immediate termination of this employment agreement according to Article 337 of the Swiss Code of Obligations. At all times, both during and after the employment, the employee will hold Proprietary Information in confidence. He/she will not use, transfer, publish, disclose or report Proprietary Information directly or indirectly, except such disclosure to other … employees or authorised third parties as may be necessary in the ordinary course of performing his/her duties for the company. DISCOVERY CLAUSE The employee will promptly disclose to the company all ideas, processes, inventions, modifications, and improvements (collectively referred to as “Discoveries”) relating to any work or business carried out by the company, conceived by the employee him/herself or with others during the term of the employment, whether or not conceived during regular business hours. The company shall have the option to obtain exclusive property in such Discoveries. The employee agrees to execute all formal documents necessary to assign any Discoveries to the company as well as documents required to obtain a patent, register a copyright, or enforce company’s rights to such Discoveries should the company desire to obtain respective rights. In case of the company’s adoption of the Discovery pursuant to Article 332 of the Swiss Code of Obligations the employee shall receive compensation. The obligations shall remain effective beyond the termination of employment with respect to Discoveries the employee conceives or makes during the employment period.
Sample 1
Confidential Clause a. Any party cannot disclose the contents of the Agreement hereof and secrets obtained by the Agreement to the third party without the permission of the other party. b. Without the written permission of the other party, the information provided by the other party, including but not limited to the annex of the Agreement, shall not serve other purposes.
Sample 1
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Confidential Clause. 1. The confidential information refers to all conditions and terms herein and information disclosed by one Party (the “Disclosing Party”) to another Party (the “Receiving Party”), if disclosed in the form of tangible, the information shall be labeled as “confidentiality” and “proprietary”; if disclosed visually or orally, shall be designated as confidential at the time of disclosure, or is confirmed in writing within 30 days after first disclosure. 2. After the Disclosing Party has firstly disclosed the confidential information to the Receiving Party, the Receiving Party shall not disclose to any third party, except that such third party shall be the employee, consultant or contract partner of the Receiving Party who are necessary to know the confidential information, provided that such employee, consultant or contract partner has shown written approval on protecting the confidential information in reasonable way. Such obligations provided herein shall survive the expiry or termination of the Agreement. The obligation of confidentiality shall not be relieved due to the expiry or suspension of the Agreement. 3. Either Party may be free of obligation of confidentiality under the following cases: (1) The Receiving Party has obtained the confidential information before it has the obligation of confidentiality; (2) The confidential information has been available to the public, provided that such disclose through no act of the Receiving Party; (3) The Disclosing Party has agreed in writing that the information shall not be kept confidential; (4) The information was disclosed by a third party with no obligation of confidentiality; (5) The confidential information was independently developed by the Receiving Party. Once the Agreement is terminated by whatsoever reason, the two Parties shall immediately return confidential information they exclusively owned to the other Party, or destroy all such confidential information and shall confirm in writing that such information has been returned or destroyed.
Sample 1
Confidential Clause 
Sample 1

Related to Confidential Clause

  • Confidentiality Clause 1. Both parties agree to endeavor to take all reasonable measures to keep in confidence the execution, terms and conditions as well as performance of this Agreement, and the confidential data and information of either party that the other party may know or access during performance of this Agreement (hereinafter referred to as “Confidential Information”), and shall not disclose, make available or assign such Confidential Information to any third party without the prior written consent of the party providing the information. 2. The above restriction is not applicable to: (a) information that has already become generally available to the public at the time of disclosure; (b) information that, after the time of disclosure, has become generally available to the public not because of either party’s fault; (c) information that either party can prove that it has already possessed before the time of disclosure and that has not been directly or indirectly acquired from the other party; and (d) the foregoing Confidential Information that either party is obliged to disclose to relevant governmental authorities or stock exchanges, among others, as required by law, or that either party discloses to its direct legal counsels and financial advisors as needed during its due course of business. 3. Both parties agree that this clause will continue to remain valid and effective regardless of any alteration, cancellation or termination of this Agreement.

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Confidential Terms Except as expressly provided herein, each party agrees not to disclose any terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws, to prospective and other investors and such party’s accountants, attorneys and other professional advisors.

  • Confidential Business Information CARB may have based this penalty in part on confidential business information provided by Xxxx or confidential settlement communications.

  • Unauthorised Use of Confidential Information The Supplier/Service Provider shall not authorise any party to act on or use in any way any Confidential Information belonging to Transnet whether or not such party is aware of such Confidential Information, and shall promptly notify Transnet of the information if it becomes aware of any party so acting, and shall provide Transnet the information with such assistance as Transnet reasonably requires, at Transnet’s cost and expense, to prevent such third party from so acting.

  • Confidential Agreement Client agrees not to provide inspection report to any third party without the permission of the Inspector. In the event that Client provides home inspection report to a third party without the permission of the Inspector and the third party relies on the inspection report, Client agrees to indemnify and hold harmless Inspector from any claims made by the third party against the Inspector and for all reasonable attorney’s fees incurred in defending said claims.

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it.

  • Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

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