Confidential Information 4 Sample Clauses

Confidential Information 4. 1 The Consultant agrees not to divulge any information the Consultant received during the term of this agreement concerning the personal, financial, or other affairs of persons employed by Gold Chain. 4.2 The Consultant will not, directly or indirectly, disclose or use, at any time, either during or subsequent to this agreement, any secret or any Confidential Information, knowledge or data of Gold Chain. The term "Confidential Information" includes, but is not limited to information emanating from Gold Chain, its associates, affiliates, agents, suppliers or customers or conceived or developed by the Consultant concerning research, development, patent, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and sourcing, systems and procedures. The Consultant agrees not to use any of the foregoing Confidential Information except for the furtherance of the Consultant's obligations under this agreement. On termination of this agreement, the Consultant shall transfer and deliver to Gold Chain all documents, notebooks, charts, files, computers, diskettes and records containing or referring to Confidential Information, including copies, summaries and notes, in the Consultant's possession or control. 5. Term of Contract 5.1 This Agreement expires on June 30, 2002. 6.
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Confidential Information 4. 1. The Receiving Party (a) will not disclose Confidential Information of the Disclosing Party to any third party unless the Disclosing Party approves the disclosure in writing or the disclosure is otherwise permitted under this Section 4, (b) will apply reasonable measures and the same degree of care to protect Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, and (c) may disclose Confidential Information of the Disclosing Party only to its employees, Affiliates and contractors with a need to know, and to its accountants, auditors and legal counsels, in each case, who are under a written obligation or other professional obligation to keep such information confidential using standards of confidentiality no less restrictive than those required by this Section 4. The Parties agree that obligations of confidentiality will survive the termination or expiration of this Agreement. Upon written request of the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information, except for Confidential Information stored in routine back-up media not accessible during the ordinary course of business. 4. Vertrauliche Informationen 4.1. Die Empfangende Partei (a) wird Vertrauliche Informationen der Offenlegenden Partei nicht an Dritte weitergeben, es sei denn, die Offenlegende Partei stimmt der Weitergabe schriftlich zu oder die Weitergabe ist anderweitig gemäß dieser Ziffer 4 zulässig, (b) wird angemessene Maßnahmen und den gleichen Grad an Sorgfalt anwenden, um Vertrauliche Informationen der Offenlegenden Partei zu schützen, wie sie ihre eigenen vertraulichen Informationen ähnlicher Art schützt, und (c) darf vertrauliche Informationen der Offenlegenden Partei nur ihren Mitarbeitern, verbundenen Unternehmen und Auftragnehmern, die davon Kenntnis haben müssen, sowie ihren Buchhaltern, Wirtschaftsprüfern und Rechtsberatern offenlegen, die jeweils schriftlich oder auf andere Weise beruflich verpflichtet sind, solche Informationen vertraulich zu behandeln und dabei Vertraulichkeitsstandards anzuwenden, die nicht weniger restriktiv sind als die in dieser Ziffer 4 geforderten. Die Parteien vereinbaren, dass die Vertraulichkeitsverpflichtungen die Beendigung oder das Auslaufen dieses Vertrages überdauern. Auf schriftliche Aufforderung der Offenlegenden Partei gibt die Empfangende Partei alle Vertraulichen Informationen unverzügl...
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Confidential Information 4. 1. The Receiving Party (a) will not disclose Confidential Information of the Disclosing Party to any third party unless the Disclosing Party approves the disclosure in writing or the disclosure is otherwise permitted under this Section 4, (b) will use the same degree of care to protect Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, and (c) may disclose Confidential Information of the Disclosing Party only to its employees, Affiliates and contractors with a need to know, and to its accountants, auditors and legal counsel, in each case, who are under a written obligation or other professional obligation to keep such information confidential using standards of confidentiality no less restrictive than those required by this Section 4. Both Parties agree that obligations of confidentiality will survive the termination or expiration of this Agreement. Upon written request of the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information, except for Confidential Information stored in routine back-up media not accessible during the ordinary course of business. 4.2. Information is not Confidential Information, if (a) the information is or becomes publicly available other than as a result of the Receiving Party’s breach of this Agreement, (b) the Receiving Party, at the time of disclosure, knows or possesses the information without obligation of confidentiality or thereafter obtains the information from a third party not under an obligation of confidentiality, (c) the Receiving Party independently develops the information without use of the Disclosing Party’s Confidential Information, or (d) the information is generally known, is or later becomes publicly available without breach of this Agreement or is easily developed by someone with ordinary skills in the business of the Receiving Party without use of the Confidential Information. 4.3. The Receiving Party may disclose Confidential Information if it is required to do so by applicable law, regulation or court order but, where legally permissible and feasible, will provide advance notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other similar protection. 4.
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Confidential Information 4 
Sample 1

Related to Confidential Information 4

  • Confidential Information “Confidential Information” shall mean (i) Highly Confidential Information (as defined below), (ii) any other technology, software development tools, methodologies, processes, algorithms, test data sets and test data cases and related documentation that CI Plus LLP provides to Licensee hereunder in order to facilitate Licensee’s exercise of its rights and performance of its obligations hereunder, and (iii) any other information of CI Plus LLP and information of Licensee, each of which is clearly marked as “Confidential” or a similar expression when disclosed in written or electronic form, or indicated as “Confidential” when disclosed orally and confirmed in writing within thirty (30) calendar days after such disclosure. “Confidential Information” shall not include information which: (a) was in the possession of, or was known by, the receiving party ("Recipient") prior to its receipt from the disclosing party (“Discloser), without an obligation owed to Discloser, or its licensors, to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement by the “Recipient”; (c) is obtained by Recipient from a third party, without an obligation owed to such third party to keep such information confidential; or (d) is independently developed by Recipient without use of any Confidential Information of the other party. Recipient agrees that it shall use reasonable care to keep the Confidential Information of the other party strictly confidential and not disclose it to any other person except to its Affiliates and its and their respective employees, contractors, consultants, agents, customers and representatives (other than Members) who have a “need to know” for the purposes of this Agreement and are obligated by Licensee to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H, provided however that Recipient may disclose Highly Confidential Information only in accordance with Section 2 of this Exhibit H. Recipient shall be responsible for any breach of such confidentiality obligation by such parties, including former employees, Affiliates, contractors, consultants, agents, customers (other than Members) and representatives. Recipient shall protect the Confidential Information of the other party with the same degree of care as it normally uses in the protection of its own similar confidential and proprietary information, but in no case with any less than reasonable care. Notwithstanding anything in this Exhibit H to the contrary, Confidential Information may be disclosed by Recipient pursuant to the order or requirements of a court or governmental administrative agency or other governmental body of competent jurisdiction, provided that (x) Discloser has been notified of such a disclosure request immediately after Recipient knows such order or requirements in order to afford Discloser reasonable opportunity to obtain a protective order or otherwise prevent or limit the scope of such disclosure to the extent permitted by law and (y) Recipient cooperates in good faith with such efforts by Discloser. The obligations under this Exhibit H shall terminate three years after the date of the last shipment of product using the Licensed Technology by Licensee or any other licensee of the Licensed Technology; provided that Sections 2.0(b), 2.0(c), and 3.0 in this Exhibit H shall cease to apply when the Recipient has returned all tangible embodiments of Licensed Technology in its possession to the Discloser.

  • Trade Secrets and Confidential Information The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

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