Confidential Information; Nondisclosure Sample Clauses

Confidential Information; Nondisclosure. ​ 0.0. Xx all times during the term of this Agreement and for a period of five (5) years after the termination of this Agreement, Consultant will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below) or Third Party Information (defined below) (hereinafter collectively referred to as "Confidential Information"), except to the extent such disclosure, use or publication may be required in direct connection with Consultant's performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. It is understood that the Proprietary Information will remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information including, but not limited to, having each employee, agent or representative of Consultant, if any, with access to any Confidential Information execute a nondisclosure agreement containing provisions in the Company's favor substantially similar to Sections 4, 11 and 12 of this Agreement; provided that Consultant shall be responsible for any breach of this Agreement by any of its employees, agents or representatives. The non-use and non-disclosure restrictions regarding Confidential Information set forth in this Agreement shall not apply to information that Consultant can establish by competent proof (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Consultant by Company; (ii) becomes publicly known and made generally available after disclosure to Consultant by Company other than as a result of a breach of this Agreement; (iii) is in the possession of Consultant, without confidentiality restrictions, at the time of disclosure by Company as shown by Consultant's files and records; (iv) is obtained by Consultant from a third party not under confidentiality obligations and without a breach of any obligations of confidentiality; or (v) was independently developed by Consultant without use of or benefit from the Confidential Information, as shown by Consultant's files and records. If Consultant becomes compelled by law, regulation (including the rules of any applicable securities exchange), court order, or other governmental authority to disclose the Confidential Information, Consultant shall, to the extent possible and permissible under applicable law, first give Co...

Confidential Information; Nondisclosure. During the term, each Party hereto (the "Disclosing Party") may disclose to another party, such as Agency, RT, or a Member Hotel (the "Receiving Party") information in connection with the performance of this Agreement, including without limitation technical data, trade secrets, plans for products or services, agency or supplier lists, marketing plans, financial documents or data, inventions, processes, technology, and designs or any other information which by its nature or the context of its disclosure should reasonably be understood to be confidential ("Confidential Information"). Receiving Party shall use a Disclosing Party's Confidential Information solely to perform its obligations under this Agreement. All Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall hold the Confidential Information in strict confidence. It shall not make any disclosure of the Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone during the term and for two (2) years after that without the express written consent of the Disclosing Party, except to employees, RTs or agents to whom disclosure is necessary to the performance of this Agreement and who have executed a confidentiality agreement with the Receiving Party, or are otherwise bound by a duty of confidentiality, pursuant to which such persons are required to maintain the confidentiality of the Confidential Information. Except that Agency may use the same as may be included or incorporated with or within the MD, or Promotional Content, provided to it by RT, in Agency's ordinary course of business. Each of the Parties shall use the same care as it uses to maintain the confidentiality of its confidential information of the same or a similar nature, which shall in no event be less than reasonable care. Each Party acknowledges that the remedy at law for any breach or threatened breach of the provisions of this Section 7 shall be inadequate and that the non-breaching Party, in addition to any other remedy available to it at law, in equity or under this Agreement, shall be entitled to obtain injunctive relief without proof of irreparable injury and without posting bond.

Confidential Information; Nondisclosure. You understand and agree that as an employee of the Company, you will receive and contribute to Confidential Information. You agree that at all times during your employment and after the termination thereof for any reason whatsoever, you will keep secret Confidential Information and that you will not use or disclose the same except as such use or disclosure may be required in connection with your work for the Company, or unless the Company first expressly authorizes such disclosure in writing, or unless such disclosure is compelled by law or legal process. You acknowledge that the Company’s Confidential Information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company and that any improper disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company.

Confidential Information; Nondisclosure. As an employee of First Place Financial Corp., First Place Bank, or any of their current or future affiliates, (collectively “First Place”), Recipient has, and will have, access to and knowledge of trade secrets and confidential business information of First Place and/or the customers of First Place (collectively the “Confidential Information”). At all times during and after the term of his employment with First Place, Recipient will keep Confidential Information in strict confidence, and will not at any time, directly or indirectly, disclose Confidential Information to any other entity or individual and will not use such information for any purpose other than performance of Recipient’s duties with First Place. Confidential Information means all information disclosed to or known by the Recipient as a consequence of or through his employment with First Place, which (i) has not been made generally available to the public, and is useful or of value to the current or anticipated business of First Place; or (ii) has been identified to the Recipient as confidential, either orally or in writing. Confidential Information includes without limitation computer software and programs; marketing, manufacturing, or organizational research and development; business plans; sales forecasts; identities, competence, abilities, and compensation of other employees of First Place; pricing, cost, and financial information; current and prospective customer and supplier lists and information about customers, suppliers, or their employees; information concerning planned or pending acquisitions or divestitures; and information concerning purchases of equipment or property. Confidential Information shall not include information which is in or hereafter enters the public domain through no fault of the Recipient, or is disclosed by a third party having the legal right to use and disclose the information. If the Recipient is required by legal process to disclose any Confidential Information, the Recipient will provide First Place with prompt written notice of any such request or requirement so that First Place may seek a protective order or other appropriate remedy or waive compliance with this paragraph.

Confidential Information; Nondisclosure. Affiliated Entities acknowledge that the Affiliated Entities and/or their shareholders, officers, directors, employees, or agents, have had access to certain information, including but not limited to Trade Secret Information, as hereinafter defined, and other proprietary information, with respect to StormTel and/or the Corporation and their customers, which is of independent economic value, both actual and potential, because it is neither generally known to those other than StormTel and/or the Corporation or their customers, nor is such information readily ascertainable by proper means by those other than StormTel and/or the Corporation or their customers ("Confidential Information"). This Confidential Information includes, but is not limited to the following: information relating to customer lists, Agent Contracts, StormTel and/or Corporation agent lists, and StormTel and/or Corporation agent dealings. Upon execution hereof, and at any time thereafter, Affiliated Entities agree that neither any Affiliated Entity, nor any shareholder, director, officer, employee, or agent of any Affiliated Entity, will disclose any Confidential Information, in whole or in part, to any person or entity for any reason or purpose whatsoever. Affiliated Entities agree that neither any Affiliated Entity, nor any shareholder, director, officer, employee, or agent of any Affiliated Entity, will duplicate, remove, download, disclose, or transfer any Confidential Information in any manner whatsoever and shall at all times keep such Confidential Information secure and confidential. Upon request by Corporation, all records of Confidential Information including all correspondence, magnetic discs and any other information storage media, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow-charts, programs, proposals, documents concerning StormTel's and/or Corporation's customers/clients, lists of potential or actual customers, documents concerning products or processes used by StormTel and/or Corporation, and all other documents, writings, and materials utilized by StormTel and/or Corporation, together with any copies or other reproductions thereof shall be promptly delivered by Affiliated Entities to Purchaser. Affiliated Entities agree that all data bases, including, without limitation, computer files, letters, copies of contracts, telephone logs, diaries, expense reports or any form of record or memorandum of customers names, addresses, telephone numbers, contacts...

Confidential Information; Nondisclosure. 7.1 Contractor hereby agrees to keep confidential, and not use or disclose to any person, all information, whether provided to Contractor in writing or orally, about Nivo's products, services, product and service design, marketing, accounting, information gathering techniques and methods, business data, and customers, and all other information used or useful in Nivo's business and not generally known to competitors of Nivo ("Confidential Information"). 7.2 With respect to Confidential Information disclosed under this Agreement, the party to whom the Information is disclosed shall have no obligation to preserve the proprietary nature of any Information which: (a) was previously known to such party free of any obligation to keep it confidential; or (b) is or becomes publicly available by means other than breach of the receiving party's obligation under this Agreement; or (c) is developed by or on behalf of such party independent of any Information furnished under this Agreement; or (d) is received from a third party whose disclosure does not, to the receiving party's knowledge, violate any confidentiality obligation. 7.3 Any breach of Section 7.1 will cause substantial harm to Nivo's business. In the event of a breach or a threatened breach of Section 7.1, Nivo shall be entitled to temporary and permanent injunctive relief to restrain such breach, and to any other appropriate equitable relief. Nothing herein shall be construed as prohibiting Nivo from pursuing any other remedy available to it at law or in equity for such breach or threatened breach. 7.4 Contractor shall upon the termination of this Agreement, immediately deliver up to Nivo all Confidential Information received during the term of the Agreement. 7.5 This Section 7 shall survive any termination of this Agreement and Contractor's obligations with respect to Confidential Information received during the term of the Agreement shall survive and continue for a period of not less than three (3) years following the expiration or termination of the Agreement.

Confidential Information; Nondisclosure. ‌ To the fullest extent allowed by law, the provision of any Facility or Administrative Service or reimbursement for any Facility or Administrative Service provided pursuant to this Agreement shall not operate to impair or waive any privilege available to either Party in connection with the Facility or Administrative Service, its provision or reimbursement for the Facility or Administrative Service. All Parties will maintain in confidence Confidential Information provided to each other in connection with this Agreement and will use the Confidential Information solely for the purpose of carrying out its obligations under this Agreement. The term Confidential Information means any oral or written information, (including without limitation, computer programs, code, macros or instructions) which is made available to the Company, its Subsidiaries or one of its representatives, regardless of the manner in which such information is furnished. Confidential Information also includes the following: a. All Information regarding the Facilities or Administrative Services, including, but not limited to, price, costs, methods of operation and software, shall be maintained in confidence. b. Systems used to provide or perform the Facilities or Administrative Services provided hereunder are confidential and proprietary to the Company, its Subsidiaries or third parties. Both Parties shall treat these systems and all related procedures and documentation as confidential and proprietary to the Company, its Subsidiaries or its third party vendors. c. All systems, procedures and related materials provided to either Party are for its internal use only and only as related to the Facilities or Administrative Services or any of the underlying systems used to provide the Facilities or Administrative Services. Notwithstanding anything in this Article 15 to the contrary, the term "Confidential Information" does not include any information which (i) at the time of disclosure is generally available to and known by the public (other than as a result of an unpermitted disclosure made directly or indirectly by a Party), (ii) was available to a Party on a non-confidential basis from another source (provided that such source is not or was not bound by a confidentiality agreement with a Party or had any other duty of confidentiality to a Party), or (iii) has been independently acquired or developed without violating any of the obligations under this Agreement. The Parties shall use good faith e...

Confidential Information; Nondisclosure. To the fullest extent allowed by law, the provision of mutual assistance or reimbursement for mutual assistance provided pursuant to this Agreement shall not operate to impair or waive any privilege available to any Party in connection with the mutual assistance, its provision or reimbursement thereof. The Parties will handle all information exchanged in the course of performing mutual assistance in accordance with requirements for documenting and handling critical infrastructure information as defined by the North American Electric Reliability Corporation Critical Infrastructure Protection Standards and will further comply with non-disclosure requirements of other applicable regulations. The Parties shall use good faith efforts at the termination or expiration of this Agreement to ensure that any user access and passwords related to this Agreement are terminated.

Confidential Information; Nondisclosure. DATA shall hold all Confidential Information of Company in strict confidence and shall in any case protect such Confidential Information with no less diligence than that with which it protects its own confidential or proprietary information. During the term of this Agreement and (a) for two years thereafter, in the case of Proprietary Information, and (b) at all times thereafter, in the case of Trade Secrets, Confidential Information shall not be used or disclosed by DATA (or by any of its subsidiaries or affiliates) except to perform DATA’s obligations under this Agreement or as otherwise permitted under this Agreement. Subject to the provisions of this Agreement, DATA may disclose Confidential Information to only those employees and independent vendors who must have access thereto to accomplish DATA’s obligations under this Agreement. DATA shall take all precautions to insure that the secrecy of Confidential Information is preserved among its employees and shall require its employees and subcontractors to execute written confidentiality agreements as required by Section 3(b) of this Agreement. DATA shall also be responsible for the preservation of the secrecy of Confidential Information during the term of its employees’ and subcontractors’ employment or engagement, as applicable, and after termination thereof. DATA shall xxxx all Confidential Information placed in tangible form by DATA with a legend prominently referring to its confidential nature and ownership by the Company. The obligations in this Section shall apply during the term of this Agreement and for two years after its termination, except with respect to such obligations for which this Agreement expressly provides that a longer period shall apply.

Confidential Information; Nondisclosure. (a) The Members agree that, except to the extent necessary to comply with applicable law and regulatory and supervisory requirements, including the filing of tax returns, each Member shall keep, and cause their respective Affiliates to keep, the terms and conditions of this Agreement and the transactions contemplated by this Agreement confidential. In no event shall any publication or press release be made by any Member or any Affiliate thereof, with respect to the Company, the Company's business, or any transactions, communications or disputes between the Members, without the prior written consent of each Member, which consent may be given or denied in the sole discretion of such Member. (b) Both prior to and during the term of this Agreement, the Members have received and will receive certain trade secrets and confidential information relating to each Member's business and operations ("Confidential Information"). The Members shall hold in strictest confidence and not disclose to any third party any such Confidential Information designated in writing or which by its nature should reasonably be deemed confidential. Further, none of the Members shall use or permit the use of any such Confidential Information in any manner other than in furtherance of the purposes hereof. (c) Notwithstanding the foregoing, the Members will be permitted to make use of or disclose Confidential Information: (i) which is in or comes into the public domain other than through the default of a Member; (ii) which was already in the possession of a Member prior to disclosure by the disclosing Member hereto as evidenced by documentation in such Member's possession; (iii) which is lawfully acquired from a third party who did not obtain it directly or indirectly from the disclosing Member; (iv) which is required to be disclosed by or to a court or governmental agency, but only to the extent and for the purpose so required; and (v) with a Member's financial advisors, attorneys, accountants or any other third party engaged by it to the extent strictly necessary to effect the purposes and intent of this Agreement, it being understood that, in the case of any such disclosure, the Member shall have made such third parties aware of the duty of confidentiality undertaken herein, and shall cause such third parties to respect such undertakings. -25- (d) The Members acknowledge and agree that the unauthorized use or disclosure of such Confidential Information would constitute, inter alia, an act ...