Confidential Information 6 Sample Clauses

Confidential Information 6. 1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Party. 6.2 All Confidential Information shall only be used for the purposes comprised by the fulfilment of this Agreement. Each Party will keep in confidence any Confidential Information obtained in relation to this Agreement and will not divulge the same to any Third Party, unless the exceptions specifically set forth below in this Section 7.2 below apply or when approved by the other Party in writing, and with the exception of their own officers, employees, consultants or sub-contractors with a need to know as to enable such personnel to perform their duties hereunder. This provision will not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this undertaking, or by another confidentiality undertaking; (b) was already in the possession of the Receiving Party before its receipt from the Disclosing Party; (c) is obtained from a Third Party who is free to divulge the same; or (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations. 6.3 The Receiving Party shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Parts uses to protect its own Confidential Information of similar nature, to prevent the dissemination to Third Parties or publication of the Confidential Information. Further, each Party shall
Sample 1
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Confidential Information 6. 1 Except as hereinafter provided, Developer shall not, during the term of this Agreement or at any time thereafter, communicate, divulge, or use for the benefit of any other person or entity any confidential information, knowledge, trade secrets, or know-how which may be communicated to Developer or of which Developer may be apprised by virtue of Developer's activities under this Agreement. Developer may divulge such confidential information only: (i) to such of its employees as deemed necessary by Developer; and (ii) to Developer's contractors and prospective landlords with the prior written approval of Franchisor. All information, knowledge, trade secrets, know-how, techniques, and other data which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, except information which Developer can demonstrate came to its attention by lawful means prior to disclosure thereof by Franchisor, or which, at or after the time of disclosure by Franchisor to Developer, had become or later becomes a part of the public domain, through publication or communication by others.
Sample 1
Confidential Information 6. 1 Institution and Investigator agree that any and all Confidential Information that they receive in connection with this Agreement shall be received and maintained by them in strict confidence and not disclosed to any third party (other than SPONSOR) during the conduct of the Study and for fifteen (15) years thereafter. Furthermore, Institution and Investigator agree to use the Confidential Information only for the purposes of this Agreement except as otherwise specifically provided for herein. 6.2
Sample 1
Confidential Information 6. 1 It is understood that in the course of carrying out this Agreement, (a) the SPONSOR may provide (or have provided on its behalf) the INSTITUTION and INVESTIGATOR with information and materials in connection with this Agreement (including, without limitation, the Study drug, Protocol, case report forms and the Study), or (b) information and materials (including the Results) may be developed, created or generated with respect to the Study or in connection with this Agreement, all of which is proprietary or confidential information of the SPONSOR (collectively, "Proprietary Information"). The INVESTIGATOR and INSTITUTION agree to hold Proprietary Information in confidence and not to disclose Proprietary Information to any third party without the prior written consent of the SPONSOR; provided that Proprietary Information may be disclosed to Personnel who (i) have a need to know the Proprietary Information in connection with the Study and (ii) agree to be bound in writing by the confidentiality provisions of this Agreement. INSTITUTION shall be responsible for any breach of the provisions of this Article 6 by INVESTIGATOR or the Personnel. If INSTITUTION is required by applicable law or court order to disclose Proprietary Information, INSTITUTION shall Článek 6 - Důvěrné informace 6.1 Má se za to, že během plnění Smlouvy (a) ZADAVATEL může předat (nebo nechat předat svým jménem) POSKYTOVATELI a ZKOUŠEJÍCÍMU informace a materiály v souvislosti s touto Smlouvou (mimo jiné Hodnoceným léčivým přípravkem, Protokolem, záznamy subjektu hodnocení a Studií), nebo (b) může dojít k vypracování, vytvoření či vyhotovení informací a materiálů (včetně Výsledků) týkajících se Studie nebo souvisejících s touto Smlouvou, které budou všechny vlastnickými či důvěrnými informacemi ZADAVATELE (společně xxxx xxx „Vlastnické informace“). ZKOUŠEJÍCÍ a POSKYTOVATEL se zavazují zachovávat důvěrnost Vlastnických informací a nesdělit Vlastnické informace žádné třetí straně bez předchozího písemného souhlasu ZADAVATELE; Vlastnické informace ale mohou být sděleny Personálu, který (i) potřebuje Vlastnické informace znát v souvislosti se Studií a (ii) který se písemně zaváže dodržovat ustanovení o důvěrnosti podle této Smlouvy. POSKYTOVATEL ponese odpovědnost za veškerá porušení ustanovení tohoto článku 6 ze strany ZKOUŠEJÍCÍHO nebo Personálu. Bude-li POSKYTOVATEL na základě příslušného zákona nebo soudního nařízení povinen sdělit Vlastnické informace, neprodleně s tímto požadavkem písemně s...
Sample 1
Confidential Information 6. 1 Unless otherwise ordered by Law, approved by shareholders' <PAGE> meeting or in other special circumstances, within or after his term of duty, Manager shall not disclose or inform any individual (except that the Company's senior management officers have the right to require related information, or other individual required by Law); or use for his private or other reason other than for the Company; or for omission or lack of investigation, so that the Company's following confidential, secret or private information are disclosed: 6.1.1 the Company's exclusive information, technical data, business secrets or know-how; including but without limitation to research and production plan, services, users list and consumer relationship (including but without limitation to consumer relationships developed and formed within the Manager's term of duty); software development, invention, technical process, formula, technology, design, drawing, engineering, hardware structure information, marketing, financial information, and other information directly or indirectly received in written, oral, illustration or other patterns by Manager, but exclusive of public information or the information may be received legally from any third party by normal methods (hereinafter abbreviated as confidential information); 6.1.2 confidential information used or kept by the Company or its any subsidiary, or technical process developed or information invented in the Manager's term of duty; 6.1.3 on condition that the Company having performed its obligation on confidential information, the confidential information only for certain intentions received from any third <PAGE> party; 6.1.4 any invention, creation, know-how, works, drawing, plan and so on, independently or jointly with others, achieved by the Manager consigned by the Company and using the Company's resources in his term of duty. 6.2 The restrictions stipulated in section 6.1 are not applicable to the information or data that is accessible to public without important labor, technical or monetary cost, except for the information disclosed by the Manager breaching his obligations. 6.3 Unless permitted by the Company in written, the Manager shall not engage in any side occupation in his term of duty. 6.4 The Manager shall not copy any information, documents, data and other files of the Company irrelevant to his work to his own computer. If needs of work, the above-mentioned information, documents, data files shall be deleted from the ...
Sample 1
Confidential Information 6. 4 Consummation of Agreement 6.5 Notice of Proceedings 6.6 Maintenance of Financial Position 30 30 30 30 31 31 ARTICLE VII. CONDITIONS TO THE OBLIGATIONS OF SELLERS 31 7.1 Representations, Warranties and Covenants 7.2 Proceedings. 7.3 Xxxx-Xxxxx-Xxxxxx 31 32 32
Sample 1
Confidential Information 6 
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Related to Confidential Information 6

  • CONFIDENTIAL INFORMATION; TRADE SECRETS By electronically signing Exhibit A to this Agreement, you acknowledge that the Company regards certain information relating to its business and operations as confidential. This includes all information that the Company could reasonably be expected to keep confidential and whose disclosure to third parties would likely be disparaging or detrimental to the Company (“Confidential Information”). Your electronic signature also acknowledges that the Company has certain information that derives economic value from not being known to the general public or to others who could obtain economic value from its disclosure or use, which the Company takes reasonable efforts to protect the secrecy of (“Trade Secrets”).

  • 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.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • 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.

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (d) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

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