Confidential Information and Disclosure. Unless required by law, and except to assert its rights hereunder or for disclosure to its own employees, attorneys, financial advisors on a “need to know” basis, both parties agree not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of the other party which consent shall not be unreasonably withheld.
Confidential Information and Disclosure. 11.1 All information concerning this Agreement and matters pertaining to or derived from the provision of Product(s) pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom (“Confidential Information”), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. The Parties undertake and agree to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person.
11.2 Notwithstanding Section 11.1, Bitmain acknowledges and agrees that Purchaser is a U.S. publicly traded company and may be required to disclose this Agreement and its related terms, in order to comply with applicable securities laws, including its disclosure obligations under the U.S. Securities Exchange Act of 1934, as amended.
Confidential Information and Disclosure. During the term of this Agreement, any Party (“Disclosing Party”) may disclose confidential, proprietary or trade secret information (the “Information”), to another Party (“Receiving Party”). All such Information made available in a tangible medium of expression (such as, without limitation, on paper or by means of magnetic tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse engineer or in any manner create any product or information which is similar in appearance to or based on the Information provided by Disclosing Party. Receiving Party shall not disclose Disclosing Party’s Information to any person other than Receiving Party’s employees, agents, contractors and subcontractors who have a need to know in connection with this Agreement. Receiving Party’s confidentiality obligations hereunder shall not apply to any portion of Disclosing Party’s Information which:
(a) Has become a matter of public knowledge other than through an act or omission of Receiving Party;
(b) Has been made known to Receiving Party by a third party in accordance with such third party’s legal rights without any restriction on disclosure;
(c) Was in the possession of Receiving Party prior to the disclosure of such Information by Disclosing Party and was not acquired directly or indirectly from the other Party or any person or entity in a relationship of trust and confidence with the other Party with respect to such Information;
(d) Receiving Party is required by law to disclose; or
(e) Has been independently developed by Receiving Party from information not defined as "Information" in this Agreement, as evidenced by Receiving Party's written records. Receiving Party shall return or destroy Disclosing Party’s Information (including all copies thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one copy of such Information solely for archival purposes, subject to the confidentiality provisions of this Agreement. The parti...
Confidential Information and Disclosure. During the term of this Agreement, either party (the “Disclosing Party”) may disclose confidential, proprietary or trade secret information (the “Information”), to the other party (the “Receiving Party”). The Receiving Party shall hold the Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Contractor understands that City is a public City and is subject to the laws that may compel it to disclose information about Contractor’s business.
Confidential Information and Disclosure. 15.1 Confidential Information and disclosure by the State
(a) (Public Disclosure Obligations): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in accordance with its Public Disclosure Obligations and the O&M Parties must use all reasonable endeavours to assist the State or an Authority in meeting its Public Disclosure Obligations.
(b) (Other purposes): The State or any Authority may disclose any information in connection with the Project (including any Confidential Information) in connection with:
(i) the State selling, transferring, assigning or otherwise disposing of its interest in any Tolling Revenue or Tolling Collection Contractor or procuring any Tolling Collection Contractor; and
(ii) the requirements of the State Project Documents (including any tender process required to be conducted under the Termination Payments Schedule, or Change Compensation Principles).
(c) (State's rights): Subject to clause 15.1(d), in meeting its Public Disclosure Obligations or as otherwise considered necessary by the State, the State may publish, disclose or make generally available each Project Document on a Victorian Government website.
(d) (Commercially sensitive information): The State will not publish, disclose or otherwise make generally available the information which is specified in the Confidential Information Schedule (including the Financial Model), except if required to do so to comply with the Public Disclosure Obligations or as required under clause 15.1(b).
15.2 Confidential Information and disclosure by Project Co and the O&M Parties
(a) (Confidentiality obligation): Subject to clause 15.2(b), Project Co and the O&M Parties must treat as secret and confidential all Confidential Information in connection with this Deed and any other Project Document.
(b) (Disclosure of Confidential Information): Without limiting Project Co's and the O&M Parties' obligations under clause 15.2(a) and subject to clause 15.2(c), Project Co and the O&M Parties may disclose Confidential Information to its Associates to the extent necessary for the purpose of undertaking the Project.
(c) (Confidentiality deed): Before disclosing any Confidential Information, Project Co or the O&M Parties (whichever is disclosing the Confidential Information) must ensure that the person to whom the information is disclosed enters into a confidentiality deed with Project Co or the O&M Parties (whichever is disclosing ...
Confidential Information and Disclosure. 28.1 Confidential Information and disclosure
Confidential Information and Disclosure. Subject to clauses 27.2, 27.3 and 27.4, neither party will disclose or permit the disclosure of the Confidential Information without the prior written consent of the other party.
Confidential Information and Disclosure. Unless required by law, and except to assert its rights hereunder or for disclosures to its own employees on a "need to know" basis, Licensee agrees not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of Netscape, which consent shall not be unreasonably withheld.
Confidential Information and Disclosure. Unless required by law, and except to assert its rights hereunder or for disclosures to its own employees, consultants, accountants, agents, representatives and attorneys on a "need to know" basis, each party agrees not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of the other.
Confidential Information and Disclosure. 8.1 Each party, as recipient ("Recipient") of Confidential Information obtained directly or indirectly from the other party (the "Disclosing Party"), agrees to the following confidentiality obligations:
8.2 HSNS, as Recipient, agrees at all times to protect and preserve the confidentiality of the Products, Documentation, and all other Confidential Information of LTD, as Disclosing Party. HSNS agrees not to permit or authorize access to, or disclosure of, the Products, Documentation, or any other Confidential Information of LTD to any person or entity other than (i) End Users or Authorized Sublicensees who have entered into confidentiality agreements approved by LTD, to the extent necessary for such End Users or Authorized Sublicensees to evaluate the Products in advance of entering into a License Agreement or Sublicense Agreement, (ii) End Users or Authorized Sublicensees who have entered into License Agreements or Sublicense Agreements, to the extent necessary for such End Users or Authorized Sublicenses to exercise their rights under applicable License Agreements or Sublicense Agreements, and (iii) employees and professional advisors of HSNS who have agreed in a written agreement to be bound by the terms of this Agreement and have a "need to know" such information in order to enable HSNS to perform HSNS's obligations under this Agreement and applicable License Agreements and Sublicense Agreements. HSNS may disclose necessary portions of the Products, Documentation, or other Confidential Information of LTD to governmental regulatory authorities if such disclosure is required for compliance with applicable laws, but HSNS shall notify LTD of the applicable legal requirements before such disclosure occurs and HSNS
