Confidential Information 4 Sample Clauses

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. 4.2. 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 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 Zif...
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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.
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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. 4.2. 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. Vertrauliche Informationen 4.1. Die Empfangende Partei (a) wird Vertrauliche Informationen der Offenlegenden Partei nicht an Dritte wei...
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Confidential Information 4 
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Related to Confidential Information 4

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • Proprietary and Confidential Information The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

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