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. BusinessMall and TheYPD acknowledge that BusinessMall and TheYPD and/or their shareholders, officers, directors, employees, or agents, have had access to certain information, including but not limited to trade secret information, and other proprietary information, with respect to StormTel and/or CCC 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 CCC or their customers, nor is such information readily ascertainable by proper means by those other than StormTel and/or CCC 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 CCC agent lists, and StormTel and/or CCC agent dealings. Upon execution hereof, and at any time thereafter, BusinessMall and TheYPD agree that neither BusinessMall, TheYPD, nor any shareholder, director, officer, employee, or agent of BusinessMall and/or TheYPD, will disclose any Confidential Information, in whole or in part, to any person or entity for any reason or purpose whatsoever. BusinessMall and TheYPD agree that neither BusinessMall, TheYPD, nor any shareholder, director, officer, employee, or agent of BusinessMall and/or TheYPD, 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 CCC, 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 CCC's customers/clients, lists of potential or actual customers, documents concerning products or processes used by StormTel and/or CCC, and all other documents, writings, and materials utilized by StormTel and/or CCC, together with any copies or other reproductions thereof shall be promptly delivered by BusinessMall and TheYPD to CCC. BusinessMall and TheYPD 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 and/or service records containing Confidential Information, is the exclusive property...
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. You acknowledge and affirm your continuing obligations not to use or disclose any of the trade secrets or other confidential or proprietary information of the Company and its subsidiaries, affiliates and joint ventures (collectively, the “Company Entities”) at any time. You further acknowledge and affirm that while employed by the Company, you have had access to, acquired and/or assisted in the development of confidential and proprietary information, inventions, and trade secrets relating to the present and anticipated business and operations of the Company Entities, including, but not limited to, product information, product plans, personnel data regarding employees of the Company Entities (including, but not limited to, compensation data), legal or business strategies, and other information of a similar nature not available to the public. For the avoidance of doubt, any information relating to the antitrust litigation between the Company and Intel Corporation/Intel Kabushiki Kaisha that was settled in November 2009 (the “Intel Litigation”) shall be deemed to be confidential and proprietary information. You agree to keep confidential and not to disclose or use, either directly or indirectly, such confidential or proprietary information, without the prior written consent of the Board of Directors of the Company, or until the information otherwise becomes public knowledge (other than by acts of Executive or his agents or representatives). Nothing in this Agreement shall supersede or relieve you of any confidentiality and/or nondisclosure obligations under any prior confidentiality or other agreement with the Company, at common law, or pursuant to the attorney-client privilege, all of which shall be cumulative.
Confidential Information; Nondisclosure a. Contractor acknowledges and agrees that all Confidential Information (as such term is hereinafter defined), and all physical embodiments thereof, are confidential to and shall be and remain the sole and exclusive property of Company. Upon the termination of this Agreement, irrespective of the reason for such termination, Contractor shall promptly deliver to Company all Confidential Information (and all embodiments thereof) and all other property belonging to Company then in her custody, control or possession. Contractor further agrees, during the term of this Agreement and thereafter, to keep all Confidential Information secret and in strictest confidence and not use or disclose, furnish or make accessible Confidential Information to anyone outside of the Company, directly or indirectly, or use it for the benefit of any party other than Company in the performance of this Agreement.
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").
Confidential Information; Nondisclosure. Executive acknowledges that Xxxxxxxx has spent extensive time, effort and resources developing and maintaining Confidential Information and that, solely as a result of Executive’s employment with Employer, Executive has had and will continue to have access to such Confidential Information. Executive further acknowledges that Employer has taken reasonable measures to protect and maintain its Confidential Information. Executive agrees that during Executive’s employment with Employer and following the Termination Date:
Confidential Information; Nondisclosure. Seminole and Lafarge acknowledge and agree that they may come into possession of certain information about each other’s operations, either through visits to each other’s facilities or through an exchange of documents or other information, including, but not limited to, specific designs and specifications of their respective facilities, the speed, throughput and other performance characteristics of their respective facilities, their costs of production and the specifications and selling prices of their products, all of which are confidential and proprietary information of the respective Parties (the “Confidential Information”). Seminole and Lafarge further acknowledge and agree that the other would be damaged by the disclosure of the Confidential Information to competitors or to others, and by the use of the Confidential Information to compete with the other. Accordingly, each of Seminole and Lafarge agrees that it will maintain confidentiality of, and not disclose to persons other than its legal counsel, accountants, auditors, lenders and financing entities, and its employees with a specific need to know such information and who have been advised of and who have agreed to be bound by this covenant, any of the Confidential Information, or use such Confidential Information to compete with the other.
