Confidential Information Furnished by Customer Sample Clauses

Confidential Information Furnished by Customer. In addition to Vendor’s execution of and compliance with the Consumer Confidentiality Agreement attached hereto and incorporated herein as Exhibit A, Vendor recognizes that in order to enable Vendor to provide the Services, Customer may disclose to Vendor certain confidential information concerning its business, accounts and customers. Vendor acknowledges that this confidential information is valuable and a unique asset of Customer’s business. During the term of this Agreement and following the expiration or termination thereof, Vendor will not use or disclose any such confidential information (other than to those employees and agents who need to access such information to directly participate in the performance of this Agreement). Not limiting the generality of the foregoing or any obligation of Customer in this Agreement, Vendor for its part, and as may be required of Vendor by the Xxxxx-Xxxxx-Xxxxxx Act (“the GLB Act”) including any applicable guidelines issued pursuant to such Act and any other applicable privacy laws, rules and regulations (including the rules and regulations of card associations and Networks), will not use or disclose any “nonpublic personal information” (as defined in the GLB Act) information received from Customer in connection with providing the Services to unrelated and unauthorized third parties, other than as necessary to provide the Services or in the performance of the Agreement. Provided, however, Vendor may disclose information it receives as may be required by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process upon prior written notice to Customer. Upon the expiration or termination of this Agreement and the data Vendor is no longer required to maintain for governmental/regulatory compliance purposes. Vendor shall either deliver to Customer all confidential information of Customer and all copies thereof relating in any way to the Services or to Customer, whether delivered in physical paper version or electronically to Vendor, or alternatively, certify in writing to Customer that all such confidential information has been properly destroyed by Vendor. Vendor acknowledges that it does not have nor can Vendor acquire any right in or claim to such confidential information. Vendor shall take all “necessary steps” to cause its employees, agents and third party auditors to comply with the terms of this Section 6(c). Vendor acknowledges that Customer s...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Confidential Information Furnished by Customer. Vendor recognizes that in order to enable Vendor to provide the Services, Customer may disclose to Vendor certain confidential information concerning its accounts and customers. Vendor will not disclose any such confidential information other than to those employees and agents who participate directly in the performance of this Agreement. Not limiting the generality of the foregoing or any obligation of Customer in this Agreement, Vendor for its part will not intentionally or willfully disclose confidential information of Customer to unrelated third parties received in connection with the Services, other than in the course of providing the Services or in the performance of this Agreement, as may be required of Vendor by the Gramm, Leach, Bliley Act. Provided, however, Vendor may disclose information it receives as may be required or permitted by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process. Notwithstanding anything herein to the contrary, Customer acknowledges and agrees that Vendor and/or any of its affiliates may make public the execution of this Agreement by Customer and/or any of Customer’s affiliates; and/or the Services which may be or have been provided under the Agreement. In accordance with Section 326 of the USA Patriot Act, Vendor is required to review and record information from the documents used in identifying Vendor’s new account customers. This notice is to inform Customer of Vendor’s procedures and Customer’s responsibility under the Act.
Sample 1
Confidential Information Furnished by Customer. MPS recognizes that in order to enable MPS to provide the Services, Customer may disclose to MPS certain confidential information concerning its accounts and customers. MPS will not disclose any such confidential information other than to those employees and agents who participate directly in the performance of this Agreement. Provided, however, MPS may disclose information it receives as may be required or permitted by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process.
Sample 1

Related to Confidential Information Furnished by Customer

  • Information Furnished by BISYS BISYS has furnished to the Trust the following: (a) BISYS' Articles of Incorporation. (b) BISYS' Bylaws and any amendments thereto. (c) Certified copies of actions of BISYS covering the following matters: 1. Approval of this Agreement, and authorization of a specified officer of BISYS to execute and deliver this Agreement; 2. Authorization of BISYS to act as Transfer Agent for the Trust. (d) A copy of the most recent independent accountants' report relating to internal accounting control systems as filed with the Commission pursuant to Rule 17Ad-13 under the Exchange Act.

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • Unauthorised Use of Confidential Information The Supplier/Service Provider shall not authorise any party to act on or use in any way any Confidential Information belonging to Transnet whether or not such party is aware of such Confidential Information, and shall promptly notify Transnet of the information if it becomes aware of any party so acting, and shall provide Transnet the information with such assistance as Transnet reasonably requires, at Transnet’s cost and expense, to prevent such third party from so acting.

  • 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:

  • Title to Confidential Information a) Transnet will retain all right, title and interest in and to its Confidential Information and Background Intellectual Property and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Confidential Information and Background Intellectual Property that is proprietary to Transnet. For the avoidance of doubt all the Supplier/Service Provider’s Background Intellectual Property shall remain vested in the Supplier/Service Provider. b) Transnet shall grant to the Supplier/Service Provider an irrevocable, royalty free, non- exclusive licence to use Transnet’s Background Intellectual Property only for the Permitted Purpose. This licence shall not permit the Supplier/Service Provider to sub-license to other parties. c) The Supplier/Service Provider shall grant to Transnet an irrevocable, royalty free, non- exclusive licence to use the Supplier/Service Provider’s Background Intellectual Property for the Permitted Purpose. This licence shall not permit Transnet to sub-license to other parties. d) The Supplier/Service Provider shall grant Transnet access to the Supplier/Service Provider’s Background Intellectual Property on terms which shall be bona fide negotiated between the Parties for the purpose of commercially exploiting the Foreground Intellectual Property, to the extent that such access is required. e) The above shall not pertain to any software licenses procured by the Supplier/Service Provider from third parties and used in the supply of the Goods/Services.

  • Restricted Use of Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives. (b) Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 12.l(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller or Shareholders relating to any of the Assets or the Assumed Liabilities. (c) From and after the Closing, the provisions of Section 12.2(a) above shall not apply to or restrict in any manner Buyer's use of any Confidential Information of the Seller relating to any of the Assets or the Assumed Liabilities.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!