Confidential Information 9 Sample Clauses

Confidential Information 9. XXXXXX VERTRAULICHER INFORMATIONEN Each party (as “Receiving Party”) agrees that all code, inventions, know-how, privacy and/or security reports, business, technical and financial information and trade secrets obtained from the disclosing party (“Disclos- ing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), pro- vided that it is identified as confidential at the time of disclosure or should be reasonably known by the Re- ceiving Party to be confidential or proprietary due to the nature of the information disclosed and the cir- cumstances surrounding the disclosure. Any AVEPOINT technology, performance information relating to the 9.1 Jede PARTEI (als „EMPFANGENDE PARTEI“) akzeptiert, dass alle Codes, Erfindungen, Know-how, Datenschutz- bzw. Sicherheitsberichte, geschäftlichen, technischen und finanziel- len Informationen und Geschäftsgeheimnisse, die sie von der offenlegenden Partei („OFFENLEGENDE PARTEI“) erhält, das ver- trauliche Eigentum der OFFENLEGENDEN PARTEI darstellen („VER- TRAULICHE INFORMATIONEN“), sofern diese zum Zeitpunkt der Offenlegung als vertraulich gekennzeichnet waren oder der EMPFANGENDEN PARTEI aufgrund der Art der offengelegten In- formationen und der Umstände der Offenlegung vernünf- tigerweise als vertraulich oder firmeneigen bekannt sein soll- ten. Alle Technologien von AVEPOINT, Leistungsinformationen Services, and the terms and conditions of this Agree- ment shall be deemed Confidential Information of AVE- POINT without any marking or further designation. Ex- cept as expressly authorised herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties except to its own or its Affiliates’ directors, officers, employees, au- ditors, agents, consultants or other representatives, provided that these persons have a clear need to know such Confidential Information in connection with the Purpose and are bound by an obligation of confiden- tiality no less restrictive than set forth in this Agree- ment, and provided that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section; and (2) not use Confi- dential Information for any purpose other than ful- filling its obligations and exercising its rights under this Agreement. The Receiving Party’s confidentiality obli- gations shall not apply to information that the Receiv- ing Party can document: (i) was rightfully in its posses- si...
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Confidential Information 9. 1 The Employee shall not at any time disclose to any person or use for the Employee's own purposes or through lack of diligence cause the unauthorised disclosure of any Confidential Information, although this restriction shall not apply to any Confidential Information coming into the public domain other than as a result of any breach by the Employee of this obligation. 9.2 The Employee warrants that all Confidential Information that the Employee had in his possession, custody or under his control by whom and in whatever format recorded (whether electronically, on paper, on audio or audio visual tape or otherwise and including all copies) will be returned to the Company within 7 days of the date of this Agreement and that neither the Employee nor any other unauthorised person will retain the ability to access such information. 10. Company property The Employee warrants that all property belonging to the Company or any Group Company which is in the possession or control of the Employee will be returned to the Company in good working order within 7 days of the date of this Agreement. 11.
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Confidential Information 9. 1.1 Estrace Supply Agreement Preamble Executed Supply Default 6.4.5 Forecast 2.2 Initial Alternate Manufacturer 12.1.1 Initial Period 6.4.5 Line Extension Products Schedule 2.10.2 Lost Profits 6.4.5 New Products Schedule 2.10.3 Non-Serious Adverse Effect 8.2.2 Product Quality Complaint 8.3 Purchase Price 3.1.1 Qualifying Product 6.4.5 Recall 8.1.1 Rules 14.3.2
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Confidential Information 9. 1. Definition of Confidential Information 9.2. Definition of Confidential Information 9.3. Obligations 9.4. Exceptions 9.5. Return of Confidential Information 9.6. Survival of Obligations
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Confidential Information 9. 1. For the purposes of present AGREEMENT the term “Confidential information” means any information under this AGREEMENT, having real or potential value owing to uncertainty of third parties, not intended for the wide circulation and\or use by the unlimited circle of people, meeting requirements of the legislation of Russian Federation. 9.2. The PARTIES undertake to keep the confidential information obtained during the implementation of this contract, and not to transfer confidential information to any third parties except cases of the inadvertent and\or compelled disclosure of confidential information because of force majeure circumstances od owing to the requirements of the current legislation of Russian Federation or any other applicable legislation or in case transferring ot its affiliated companies, professional consultants, banks, auditors, insurance companies 9.3. Передача Конфиденциальной информации по открытым каналам телефонной и факсимильной связи, а также с использованием сети Интернет без принятия соответствующих мер защиты, удовлетворяющих обе Стороны, запрещена. The parties agreed that information will be send by zip file protected by password 9.4. The relevant PARTY bears liability for real damages which can be caused to other PARTY as a result of disclosure of confidential information or unauthorized use of confidential information in defiance of conditions of the present article 9. Конфиденциальная информация 9.1. Для целей настоящего ДОГОВОРА термин "Конфиденциальная информация" означает любую информацию по настоящему ДОГОВОРУ, имеющую действительную или потенциальную ценность в силу неизвестности ее третьим лицам, не предназначенную для широкого распространения и/или использования неограниченным кругом лиц, удовлетворяющую требованиям законодательства Российской Федерации. 9.2. СТОРОНЫ обязуются сохранять Конфиденциальную информацию, полученную в ходе исполнения настоящего Договора, и не передавать Конфиденциальную информацию никаким третьим лицам кроме случаев непреднамеренного и/или вынужденного раскрытия Конфиденциальной информации по причине обстоятельств непреодолимой силы, в силу требований действующего законодательства Российской Федерации или иного применимого права или в случае раскрытия своим аффилированным компаниям, профессиональным консультантам, банкам, аудиторам, страховым компаниям. 9.3. Передача Конфиденциальной информации по открытым каналам телефонной и факсимильной связи, а также с использованием сети Интернет без при...
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Confidential Information 9. 1. Franchisee shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, association, or corporation any confidential information, knowledge, or know-how concerning the methods of operation of the business franchised hereunder which may be communicated to Franchisee or of which Franchisee may be apprised by virtue of Franchisee’s operation under the terms of this Agreement. Franchisee shall divulge such confidential information only to such of its employees as must have access to it in order to operate the Franchised Business. Any and all information, knowledge, know-how, and techniques which Franchisor designates as confidential shall be deemed confidential for purposes of this Agreement, including, but not limited to, marketing plans, development strategies, and financial plans, except information which Franchisee can demonstrate came to its attention prior to disclosure thereof by Franchisor; or which, at or after the time of disclosure by Franchisor to Franchisee, had become or later becomes a part of the public domain, through publication or communication by others who were lawfully in possession of such information and were under no obligation to maintain its confidentiality. 9.2. Franchisee agrees to take all steps necessary to ensure that the Owners, any Guarantor, the Operator, Restaurant manager, co-manager and supervisor and any other personnel having access to any confidential information related to the Restaurant, the Franchisor or the Franchised Business also comply with the requirements of Section 9.1 above. Franchisor may direct that Franchisee require its Owners, any nufa-095 - 12 - Guarantor, Operator, Restaurant manager, co-managers, and supervisors, and any other personnel having access to any confidential information from Franchisor, to execute covenants that they will maintain the confidentiality of information they received in connection with their employment by or relationship with Franchisee, during, and after termination or expiration of, such employment or relationship. Such covenants shall be in a form satisfactory to Franchisor, including, without limitation, specific identification of Franchisor as a third-party beneficiary of such covenants with the independent right to enforce them, and Franchisee shall provide copies of such executed covenants to Franchisor upon Franchisor’s request. 9.3. Franchisee acknowledges that any failure to comp...
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Confidential Information 9. 1.1 After Completion each party shall: (i) not use or disclose to a person Confidential Information it has or acquires; and (ii) use all reasonable endeavours to prevent the use or disclosure of Confidential Information. 9.1.2
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Confidential Information 9. 1 The Parties shall take any and all necessary measures to comply with the security and confidentiality procedures of the other Party. 9.2 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 9.2 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 shall not apply to Confidential Information which the Receiving Party can demonstrate: (a) was in the public domain other than by breach of this Agreement, or by breach of 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; (d) is required to be disclosed by mandatory law, court order, lawful government action or applicable stock exchange regulations; (e) is developed or created by one Party independently of the other, without any part thereof having been developed or created with assistance or information received from the other Party. 9.3 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 Party 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 ensure that its employees and consultants are bound by a similar duty of confidentiality and that any subcontractors taking part in the fulfilment of that Party’s obligations hereunder, enters into a confidentiality undertaking corresponding to the provisions as set forth in this Section 9. 9.4 Any tangible materials that disclose or embody Confidential Information should be marked by the Disclosing Party as “Confidential,” “Proprietary” or the substantial equivalent thereof. Confidential Information that is disclosed orally or visually shall be identified by the Disclosing Party as confidential at the time of disclosure, with subsequent confirmation in writing within thirty (30) days after disclosure....
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Confidential Information 9 
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Related to Confidential Information 9

  • 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.

  • 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”).

  • 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.

  • Scope of Confidential Information Executive acknowledges that the Company has developed, and will during the term of Executive’s employment continue to develop, substantial, confidential, competitively valuable information and other intangible or “intellectual property” in connection with its business, some or all of which is proprietary to the Company, (collectively, the “Confidential Information”). Without limiting the generality of the preceding sentence, Executive expressly recognizes and agrees that, subject to the remainder of this Section 5.2, the following items, and all copies, summaries, extracts or derivative works thereof, are entitled to trade secret protection and constitute Confidential Information under this Agreement, whether developed prior to the date hereof or thereafter, and whether with the assistance of Executive or otherwise: (i) the Company’s proprietary computer software, databases and lists of customers, prospects, candidates, and employees; employee applications; skills inventory sheets and similar summaries of employee qualifications, as well as employee compensation; customer ordering habits, billing rates, buying preferences, and short term needs; sales reports and analysis; (ii) employee reports and analysis; customer job orders and profit margin data; businesses processes, methods of operation and sales techniques; (iii) statistical information regarding the Company; (iv) financial information of the Company and its customers that is not publicly available; (v) specially negotiated terms and pricing with vendors and customers; (vi) research and development, business projects, strategic business plans, and strategies; products and solution services offered to customers; and (vii) any other non-public information of the Company that gives the Company a competitive advantage by virtue of it not being generally known. Notwithstanding the foregoing, the Confidential Information shall not include (a) any information which is or becomes publicly available, other than as a result of the wrongful action of Executive or his agents; (b) any information independently developed by Executive subsequent to the Date of Termination; (c) any information made available to Executive following the termination of Executive’s employment from a third party not known by Executive to be under binder of confidentiality to the Company with regard thereto or (d) any information as to which the Company specifically waives its rights hereunder pursuant to an instrument in writing.

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