Confidential Data and Information Sample Clauses

Confidential Data and Information. Each Party shall, and shall cause its Affiliates to, keep confidential all of the terms of this Agreement and all written and/or electronically stored data and information acquired or received by that Party under this Agreement throughout the term of this Agreement and for a period of two (2) years thereafter; provided, however, that this obligation of confidentiality shall not apply to any disclosure of information: (i) that is in or enters the public domain without a breach of a duty of confidentiality by the disclosing Person or was obtained from a third party having no confidentiality restriction to the Parties; (ii) the disclosure of which is required by the Petroleum Law or related Regulations or of the disclosing Party or its Affiliate by law, regulation, legal process, or order of any court or governmental body having jurisdiction (including applicable State and Federal securities laws, rules and regulations in the USA) or pursuant to the regulations of any securities exchange upon which any of the Parties or its Affiliate is (or is to be) listed or its securities are (or are to be) traded; (iii) to any Affiliate or bona fide potential assignee of such Party, and to the employees, agents, consultants, bankers, financial and professional advisers of that Party, its Affiliate or any such bona fide potential assignee, provided that (a) they have a reasonable need to know the information and (b) they are instructed and agree in writing to maintain this information confidential; (iv) by any Party or its Affiliates or any Person referred to in paragraph (iii) above to whom any Party has disclosed the same, to investors or targeted potential investors in any Party or the interests of any Party or financial institutions or their advisors, or any Affiliate of any Party in connection with a capital raising or the listing of equities or project financing or the like; (v) or any potential farminee, which agrees in writing to maintain such information confidential; In the event of any Party ceasing to hold a Percentage Interest, such Party shall nevertheless remain bound by this Article 14.1.
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Confidential Data and Information. Distributor acknowledges that it is to receive confidential information as defined below pursuant to Distributor relationship with Company. Distributor shall limit its disclosure to only those of its employees having a need to know such information and shall protect all disclosed Confidential Information by using at least the same degree of care that it uses to protect its own confidential information of a like nature but in no event less than a reasonable degree of care, to prevent: - the unauthorized use or dissemination to any employee or independent contractor of Distributor without a need to know; - communication with any other third party; or - copying or publication of the Company Confidential Information. In addition, Distributor shall neither use nor disclose to any third parties any confidential information concerning the business, affairs, or Products of Company which Distributor may acquire during the course of its activities under this Agreement (or any prior agreements between Company and Distributor). If Distributor wishes to make such disclosures to prospective or actual customers, it must first obtain Company's written consent and all such disclosures must be subject to a confidentiality agreement in a form acceptable to Company. As used herein confidential information of Company shall include, but not be limited to, any confidential or proprietary information or compilation of information acquired by or disclosed to Distributor which relates to the business, products, markets or research or planning activities of Company, which is disclosed in writing and designated by Company as "Confidential" or "Proprietary" or disclosed orally and identified as confidential or proprietary at the time of disclosure or within twenty (20) days thereafter. Company Confidential Information also includes inventions made, strategies, forecasts, research and development plans of Company, Company customer lists, supplier lists, and information about Company's computer systems and networks. Distributor shall take any and all necessary precautions to prevent unauthorized disclosures by its employees including, but not limited to, agreements with items employees and others working on its behalf that require such individuals to keep all Company Confidential Information confidential and assigning to Distributor all inventions conceived or reduced to practice in performing services on behalf of Distributor. Employees of Distributor exposed to Company Confidential In...
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Confidential Data and Information. 11.1.1 The Parties agree to keep the terms of this Agreement, commercial, contractual and financial information with respect to or pertaining to the License or the Contract Area, as well as all data and information referred to in Article 14.1 of the Contract (hereinafter referred to as the "Information"), strictly confidential and shall not disclose the Information to any third party, other than an Affiliate, or its attorneys, or agencies delegated by the Federal Republic of Nigeria, without the prior written consent of the other Party and, when the Licenser applicable Nigerian law so requires, the Government. 11.1.2 The obligation of confidentiality in Article 13.2 shall not apply to: (i) Information which becomes available to any Party or its respective Affiliates from a third party as a matter of right without restriction of disclosure; (ii) Information which is, or which becomes, part of the public domain; and (iii) Information requested by governmental, judicial or financial authorities under the laws, rules or regulations of the United States of America or the Federal Republic of Nigeria.
Sample 1
Confidential Data and Information. All data and information acquired or received by any Participant (including by the Participant acting in the capacity of Operator) under this Agreement shall be held confidential by such Participant during the continuance of this Agreement and for a period of five (5) years thereafter and shall not be divulged in any way to any third party, without the prior written approval of all the other Participants provided that:- (a) any Participant (including the Participant acting in the capacity of Operator) may, without such approval, disclose such data and information:- (i) to the extent required by the Acts, the Licence, any other applicable Legislation or by any government, statutory or regulatory body or to comply with the rules of a recognised stock exchange or the Stock Exchange Commission of the United States of America; (ii) to the extent that it is already lawfully known to the Participant at the date of disclosure under no obligation of confidentiality; (iii) to the extent that it is in the public domain or enters into the public domain except by breach of this Agreement; or (iv) to the extent that it becomes available to the Participant through a third party which expressly represents that it is under no obligation of confidentiality in respect of it; (b) any Participant (including the Participant acting in the capacity of Operator) may, subject to clause 19.1 (c), disclose such data and information to: (i) its employees, directors, officers and contractor personnel; (ii) any Affiliate of such Participant and its employees, directors, officers and contractor personnel provided that the Participant shall be responsible for the acts of such Affiliate and its employees, directors, officers and contractor personnel in respect of such data and information as if they were its own; or (iii) any bona fide intended assignee of such Participant, or bona fide intended purchaser of the shares in such Participant or in a holding company of such Participant; or (iv) any outside professional consultants; or (v) any bank or financial institution from whom such Participant is seeking or obtaining finance; or (vi) any insurer or insurance broker from which such Participant is seeking insurance. (c) Before disclosing any such data or information to any person under the provisions of clause 19.1 (b), the Participant shall procure that the proposed recipient of such Information is (i) made aware of the terms of this Agreement, and (ii) except where disclosure is made unde...
Sample 1
Confidential Data and Information. All data and information acquired or received by any Party under this Agreement are the property of the government of Guinea Bissau and shall be held confidential during the continuance of this Agreement and for a period of five (5) Years thereafter and shall not be divulged in any way to any third party, without the prior written approval of all the other Parties provided that: (a) a Party may, without such approval, disclose such data and information: (i) to any Affiliate or bona fide intending assignee of such Party upon obtaining a strict undertaking of confidentiality from such Affiliate or assignee; or (ii) to any outside professional consultants, upon obtaining a strict undertaking of confidentiality from such consultants provided that such Party shall promptly inform the other Parties of the name of any geological, geophysical or engineering consultants; or (iii) to any bank or financial institution from whom such Party is seeking or obtaining finance, upon obtaining a strict undertaking of confidentiality from such bank or institution; or (iv) to the extent required by the Acts, the Licence, any other applicable law or the regulations of any recognised investment exchange; or (v) to the extent that the same has become generally available to the public; and (b) the Operator may disclose such data and information to such persons as may be necessary in connection with the conduct of the Operations upon obtaining a strict undertaking of confidentiality from such persons provided that the Operator shall promptly inform the other Parties of the names of such persons and the data and information disclosed to them. In the event of any Party ceasing to hold a Percentage Interest, such Party shall nevertheless remain bound by this Clause 27.1.
Sample 1
Confidential Data and Information. (a) All data and information acquired or received by any party to this Agreement shall be held confidential for the duration of this Agreement and for a period of five (5) Years after the termination or expiry of this Agreement and no party shall disclose or permit to be disclosed to any Third Party any such data or information or the terms of this Agreement without the prior written approval of all the parties. (b) Any party may, without the prior written approval of the other parties, disclose the information or materials referred to in clause 24.1(a): (i) to any Affiliate or bona fide intending assignee of such party, upon obtaining a similar undertaking of confidentiality from such Affiliate or assignee; or (ii) to any outside professional advisers upon obtaining a similar undertaking of confidentiality from such consultants and provided that such party shall promptly inform the other parties of the name of such consultants and the data and information disclosed to them; or (iii) to any bank or financial institution from whom such party is seeking or obtaining finance, upon obtaining a similar undertaking of confidentiality from such bank or financial institution; or (iv) to the extent required by the Mining Licence (Permission) and any applicable Laws or Authorisations; (v) to the extent required in connection with the preparation by GGCRL (or any other holding company of the Mine Owner) of an admission document, prospectus or other necessary public documentation in connection with the Admission; or (vi) to the extent that the information or materials has become generally available to the public otherwise than owing to the default of a party. (c) the Operator may disclose such data and information to such persons as may in the Operator's opinion be necessary in connection with the conduct of the Operations upon obtaining, prior to such disclosure, a similar undertaking of confidentiality from such persons provided that the Operator shall promptly inform the other parties of the names of such persons and the data and information disclosed to them.
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Confidential Data and Information. Contractor, including its personnel, agents, and subcontractors, may have access to, collect, or receive confidential data, member records, or other information owned or maintained by the System in the course of carrying out its responsibilities under this Agreement. The System hereby designates all information received or accessed pursuant to this Agreement as confidential unless otherwise designated in writing by the System. Contractor shall not unnecessarily communicate such data or information within Contractor’s operations. No such data or information shall be used for competitive purposes nor disclosed or disseminated except as authorized by law and with the written consent of the System, either during the period of this Agreement or thereafter. Contractor must return all such data and information, in whatever form it is maintained, promptly at the end of the Agreement or earlier at the request of the System, or shall notify the System in writing of its destruction. The foregoing obligations do not apply to confidential data or information lawfully in the receiving party’s possession prior to acquisition under this Agreement, received in good faith from a third party not subject to any confidentiality obligation, that is or becomes publicly known through no breach of confidentiality obligation, or that is independently developed by the receiving party without the use or benefit of the System’s data or information.
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Confidential Data and Information 
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Related to Confidential Data and Information

  • Data and Information In furtherance of the authority contained in this Article 5, one or more of the Parties are authorized to obtain, compile, maintain, share, and exchange among themselves, or with one or more third parties, information related to any aspect of intermodal transport, equipment use, inland or marine terminals, operations, cargo throughput, transportation or traffic volumes, equipment use, and/or other information pertaining to matters authorized under this Article 5. Such information may include records, statistics, studies, compilations, projections, costs, data, and electronic or paper documents of any kind or nature whether prepared by a Party or the Parties or obtained from outside sources, relating to matters authorized by Article 5.

  • Confidential Data Employee further agrees that, during his employment with Employer and thereafter, he will keep confidential and not divulge to anyone, disseminate nor appropriate for his own benefit or the benefit of another any confidential information described in Exhibit C attached hereto and incorporated by reference herein (the "Confidential Data"). Employee hereby acknowledges and agrees that this prohibition against disclosure of Confidential Data is in addition to, and not in lieu of, any rights or remedies that Employer may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets, and the enforcement by Employer of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies that it may possess in law or equity absent this Agreement.

  • CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION Information and data that is considered proprietary by either Party, and that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during the course of performance of the Contract, and that is designated as confidential (“Information”), shall be held in confidence by that Party and shall be handled as follows: 13.1 The recipient (“Recipient”) of such information shall: 13.1.1 use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and, 13.1.2 use the Discloser’s Information solely for the purpose for which it was disclosed. 13.2 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Information confidential in accordance with the Contract and this Article 13, the Recipient may disclose Information to: 13.2.1 any other party with the Discloser’s prior written consent; and, 13.2.2 the Recipient’s employees, officials, representatives and agents who have a need to know such Information for purposes of performing obligations under the Contract, and employees officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such Information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means: 13.2.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 13.2.2.2 any entity over which the Party exercises effective managerial control; or, 13.2.2.3 for the UNDP, an affiliated Fund such as UNCDF, UNIFEM and UNV. 13.3 The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of the United Nations, the Contractor will give the UNDP sufficient prior notice of a request for the disclosure of Information in order to allow the UNDP to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made. 13.4 The UNDP may disclose Information to the extent as required pursuant to the Charter of the UN, resolutions or regulations of the General Assembly, or rules promulgated by the Secretary-General. 13.5 The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder. 13.6 These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules. 14.2 In particular, an Operator must retain: 14.2.1 sufficient records to allow the Administrator to verify whether a target unit has met its target, including sufficient records to allow the accurate verification of throughput and annual consumption of energy of a target unit; and 14.2.2 records of energy saving actions and measures implemented during each target period. 14.3 A Sector Association and an Operator must make all records which it is required to retain under these Rules available for inspection by the Administrator or a person appointed by the Administrator and must provide copies of such records in response to a request by the date specified in the request. 14.4 All records required to be retained under these Rules must be retained throughout the duration of an agreement and for a period of four years following the termination of an agreement.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

  • Background Information The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information that is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • Reports and Information Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

  • CONFIDENTIALITY of RECORDS and INFORMATION 20.1. XXXXXXXXXX agrees to maintain confidentiality of information and records as required by applicable Federal, State and local laws, regulations and rules. CONTRACTOR shall not use or disclose confidential information other than as permitted or required by this Agreement and will notify COUNTY of any discovered instances of breaches of confidentiality. CONTRACTOR shall ensure that any subcontractors’ agents receiving confidential information related to this Agreement agree to the same restrictions and conditions that apply to CONTRACTOR with respect to such information. XXXXXXXXXX agrees to hold COUNTY harmless from any breach of confidentiality, as set forth in the hold harmless provisions contained herein. 20.1.1. HIPAA/ Protected Health Information. If CONTRACTOR is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the HIPAA Business Associate Agreement (BAA) Addendum is included as part of this Agreement, it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a business associate relationship under HIPAA and the HIPAA regulations, CONTRACTOR is the Business Associate of COUNTY and agrees to the HIPAA Business Associate Agreement (BAA) Addendum exhibit attached to this Agreement. 20.1.2. 42 C.F.R. Part 2/ Drug and Alcohol Abuse Records. If CONTRACTOR is a covered program under the Confidentiality of Alcohol and Drug Abuse Patient Records Act, 42 C.F.R. Part 2 or signs the Qualified Service Organization Agreement (QSOA), it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information and patient identifying information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a qualified service organization relationship under 42 C.F.R. Part 2 and the 42 C.F.R. Part 2 regulations, CONTRACTOR is the Qualified Service Organization of COUNTY and agrees to enter into the Qualified Service Organization Agreement (QSOA) Addendum contained as an exhibit to this Agreement.

  • Fund Information Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.

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