Confidential Information of Customer Sample Clauses

Confidential Information of Customer. Each nucleic acid sequence or target gene specified by Customer in writing or submission through D3 Assay Design Portal to Fluidigm that is intended to be detected by use of a custom Assay or to be included in primers and probes or other oligonucleotide Assays manufactured by Fluidigm and sold to Customer, and the facts that Customer placed orders for Assays containing or intended to detect such sequence and that Customer ordered oligonucleotide Assays from Fluidigm containing or intending to detect such sequence shall be “Customer Confidential Information”. Fluidigm agrees that for five (5) years after the disclosure by Customer to Fluidigm of Customer Confidential Information, Fluidigm shall not disclose such Customer Confidential Information to any third party and will use at least the same degree of care as it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care, to prevent the disclosure of such Customer Confidential Information to any third party. This undertaking of confidentiality shall not apply to, and Fluidigm shall have no obligations under this paragraph with respect to, any Customer Confidential Information that is or becomes a matter of public knowledge or part of the public domain through no fault of Fluidigm; or is disclosed by Fluidigm with Customer’s prior written approval. Notwithstanding the foregoing, Fluidigm may disclose Confidential Information of Customer to the extent required to comply with governmental regulations and other applicable laws or to respond to subpoena or other compulsory legal process, provided in all cases that Fluidigm takes reasonable and lawful actions to avoid or minimize the extent of such disclosure.
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Confidential Information of Customer. Supplier agrees to treat Customer Confidential Information with the same degree of care as Supplier uses to avoid disclosure, publication or dissemination of its own information of a similar nature, but not less than a reasonable degree of care, except that Supplier may disclose such information if: (A) required to do so pursuant to applicable law (and then only on the entry of a protective order, if available, acceptable to Customer); (B) it was rightfully in the possession of Supplier from a source other than Customer prior to the Time of Receipt; (C) it became public knowledge prior to the Time of Receipt; (D) it became public knowledge after the Time of Receipt by any means other than an unauthorized act or omission on the part of Supplier; (E) it is supplied to Supplier after the Time of Receipt without restriction by a third party who is under no obligation to Customer to maintain such information in confidence; or (F) it was independently developed by Supplier prior to the Time of Receipt.
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Confidential Information of Customer. (a) Guardian may receive from Customer, or otherwise acquire, certain confidential, proprietary, and/or valuable information of Customer, its affiliates, predecessors, successors or permitted assigns and/or business collaborators, including without limitation the Customer Data (any such information shall hereinafter be referred to as the “Confidential Information”). All Confidential Information shall remain the sole and exclusive property of Customer, its affiliates, predecessors, successors or permitted assigns and/or business collaborators as the case may be. Guardian hereby covenants, represents and warrants that Guardian shall treat confidentially and maintain in strict confidence all of the Confidential Information and shall not disclose, in whole or in part, directly or indirectly, any Confidential Information to any person or entity other than to its employees who have a need to know such information for the benefit of Customer to further this Agreement and/or the Support Services; provided, however, that Guardian nor any of its employees shall directly access the Confidential Information without the prior written consent of the Customer. (b) Upon termination or expiration of this Agreement, Guardian shall return to Customer any and all of the Confidential Information (in accordance with Section 5.2(b)(i)).
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Confidential Information of Customer. Samaritan (and its contractors, if any) will keep confidential, and will not use except in the performance of Services, any other information (i.e., information other than Customer Data) disclosed by Customer to Samaritan in connection with the Services, provided that such other information when given to Samaritan is marked or identified in writing as “Confidential” or “Proprietary.” If Customer discloses such other information orally to Samaritan, and if Customer desires to have such other information protected under this Section 5.3, then Customer must reduce such other information to writing, xxxx it as “Confidential” or “Proprietary” and deliver such writing to Samaritan within two weeks of the first oral disclosure of such other information to Samaritan. This requirement does not apply to Customer Data.
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Confidential Information of Customer. 8.1 During the term of this Agreement and for a period of five (5) years from the date of termination of this Agreement, Licensor will regard and preserve as confidential all information related to the business of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients that may be obtained by Licensor from any source as a result of this Agreement. Licensor will not, without first obtaining Customer's prior written consent, disclose to any person, firm or enterprise, or use for its benefit, any information relating to the pricing, methods, processes, financial data, lists, apparatus, statistics, programs, research, developments or related information of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients concerning past, present or future business activities of said entities. 8.2 Notwithstanding the foregoing, Licensor shall not have an obligation of confidentiality with respect to information which: (i) is already known by Licensor at the time of disclosure without restriction or breach of any agreement; (ii) is obtained from a third party without restriction or breach of this Agreement; (iii) is in the public domain through no fault of the Licensor; (iv) is independently developed by Licensor; or (v) is required to be disclosed by law or court order (provided that the Licensor shall notify the Customer of any such requirements prior to disclosure in order to afford Customer an opportunity to seek a protective order to prevent or limit disclosure).
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Confidential Information of Customer. 8.1 During the term of this Agreement and for a period of five (5) years from the date of termination of this Agreement, Licensor will regard and preserve as confidential all information related to the business of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients that may be obtained by Licensor from any source as a result of this Agreement. Licensor will not, without first obtaining Customer's prior written consent, disclose to any person, firm or enterprise, or use for its benefit, any information relating to the pricing, methods, processes, financial data, lists, apparatus, statistics, programs, research, developments or related information of Customer, its parent company, and/or its or their subsidiaries, affiliated companies or clients concerning past, present or future business activities of said entities. 8.1.1 Notwithstanding the foregoing, Licensor shall not have an obligation of confidentiality, with respect to information provided by the Customer which: (i) is already known at the time of disclosure or is properly obtained from a third party (without restriction); (ii) is public information; (iii) is independently developed by a party; or (iv) is required to be disclosed by law or court order (provided, however, that the disclosing party shall advise the other party of such requirement in advance of disclosure).
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Confidential Information of Customer. From time to time Customer may provide its own confidential business and technical information to BestIT in connection with the work to be performed by BestIT under Work Statements is s u e d he r e unde r . Such information shall be designated as confidential upon or prior to disclosure by Customer. In addition, the preparation and specifications of the Deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by Customer. All confidential written materials shall be marked with a legend “Customer -- Confidential.” BestIT shall use its best efforts to prohibit any use or disclosure of Customer’s confidential information, except as necessary to perform work under the Work Statements issued hereunder.
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Related to Confidential Information of Customer

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) 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. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. 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.

  • 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:

  • Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.

  • Confidential Information of Others Executive certifies that Executive has not, and will not, disclose or use during Executive’s time as an employee of the Company, any confidential information which Executive acquired as a result of any previous employment or under a contractual obligation of confidentiality or secrecy before Executive became an employee of the Company.

  • 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.

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • 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:

  • CONFIDENTIAL & PROPRIETARY INFORMATION The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • 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.

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