Confidential lnformation. The term “
Confidential lnformation. For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement the time of such disclosure, (b) subsequently becomes publicly known through no act or om1ss1on by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (...
Confidential lnformation. 3.1. If either party or any of its Associates (as defined below) disclose such party’s (as “Disclosing Party”) “Confidential Information” (as defined below) to the other party (as “Receiving Party”) or any of the other party’s Associates during the Term (if such disclosure relates to an Agreement) or during the term of this MSA (for any other disclosure), this Section 3 will govern the parties’ rights and obligations with respect to such Confidential Information. The term “Confidential Information” means all information disclosed, whether orally, in writing, or otherwise, by or on behalf of Disclosing Party to Receiving Party, unless otherwise excluded below.
Confidential lnformation. 5.1 All Confidential Information has and will be provided to the Buyer.
5.2 All of the Confidential Information:
5.2.1 was lawfully created by the Seller or was lawfully obtained from a third party; and
5.2.2 has not been disclosed to any third party (save for the employees of the Seller who were and remain under the duty of confidence) and the Seller is not under any obligation to disclose the Confidential Information to any third party.
5.3 No third party is making or has made any unauthorised use of any Confidential Information.
5.4 All reasonable security measures (including, without limitation, entering into appropriate confidentiality and non-disclosure agreements with all officers, directors, employees and consultants and any other persons with access to the Confidential Information) to protect the secrecy, confidentiality and value of Confidential Information have been taken by the Seller.
Confidential lnformation. For the purposes of this Agreement, “confidential information” shall mean information relating to the Disclosing Party’s methods, concepts, ideas, products, work product, and services which is of a proprietary or confidential nature, whether communicated orally or in writing, data or sample form, including, without limitation, concepts, techniques, processes, designs, screenplays, scripts, financial projections, budgets, forecasts, cost data and analyses, computer programs, and other know-how that is disclosed to the Receiving Party by the Disclosing Party pursuant to the terms of this Agreement.
Confidential lnformation. During the term ofthis Agreement, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential ("Confidential Information"). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party's business and the industry in which it operates, is of a confidential or proprietary nature. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively "Representatives") who have a need to know such Confidential Information in the course ofthe performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party' s Confidential Information than this Agreement. In furtherance of the foregoing, Flywire may request, and Client shall promptly provide to Flywire, documentation required by Flywire's banking or collection partners, which may include Confidential lnformation. The receiving party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed (which may include Flywire disclosing Confidential Information to its banking and collection partners for the sole purpose of providing the Services), and shall not use or exploit such Confidential lnformation for its own benefit or the benefit ofanother without the prior written consent ofthe disclosing party. Each party accepts responsibility for the actions of its Representatives and shall protect the other party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The parties expressly agree that the terms and pricing of this Agreement are the Confidential Information of Flywire. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request ofthe disclosing party in enforcing its rights.
Confidential lnformation lnstitution will (and will cause lnvestigator and Trial Personnel to) keep strictly confidential and not disclose to third parties all information provided by or on behalf of CRO or Sponsor or that is generated, discovered, or obtained by any Party as a result of the Trial (other than patient medical records), including the Trial Data and results, Trial lnventions and information related thereto ("Confidential lnformation"). lnstitution will use, and will cause Trial Personnel to use, Confidential lnformation only for purposes of the Trial and for no other purpose. The obligations of this Section 4 will survive expiration or termination of this Agreement. Upon expiration or termination of this Agreement or upon Sponsor's request, lnstitution shall return any or all copies of any Confidential lnformation and, upon written request by Sponsor, destroy any portion of any documents, computer records, notes and other material developed which contain any Confidential lnformation, except for documents which must be retained under Applicable Laws.
Confidential lnformation. The Manager acknowledges that, the Company shall produce, develop, implement and have access to material, records, data and information not generally available to the public (“Confidential Information”). Accordingly, the Manager shall hold in confidence and will not directly or indirectly disclose, use, copy or make lists of any such Confidential Information except to the extent authorized in writing by the Company, or as required by law or any competent administrative agency, or as otherwise is reasonably necessary or appropriate in connection with the performance pursuant to this Agreement. Confidential Information includes, but is not limited to, concepts or theories, employee training materials and programs, processes for education and support, policies and procedures, specifications, calculations, data, notes and memoranda, code books, methods of operation, strategies and plans, contracts, financial information, professional fee information, salary and compensation information, cost and profit information, record keeping practices, software, administrative and operational matters and practices, customer and vendor information, development and research work, marketing programs, plans, proposals, and other information about internal systems, processes, concepts, practices, and procedures or other confidential information.
Confidential lnformation. Xx. X'Xxxx acknowledges that during his employment with the Company he may have learned, conceived, discovered, or invented ideas, inventions, improvements, trade secrets, discoveries, formulas, recipes, standards, processes, and packaging relating to products that the Company produced, manufactured, sold, marketed, distributed, delivered, or had developed or has in development by or for it ("Product Information"). Xx. X'Xxxx also acknowledges that during his employment he may have learned certain information regarding the business, organization, sales, marketing, and distribution techniques and plans, financial data, and other information regarding the affairs of the Company ("Company Information"). Xx. X'Xxxx further acknowledges that all Product Information, whether of a patentable nature or not, and all Company Information constitutes the sole and absolute property of the Company. As such, Xx. X'Xxxx agrees to keep all Product Information and Company Information confidential and shall not use it for any purposes or disclose such matters to anyone except to Company personnel and to others as the Company authorizes. In addition, Xx. X'Xxxx agrees that he shall not divulge, furnish, or make accessible any other confidential information he acquired as a result of or in connection with the access to and use of the Product Information and Company Information or anything relating to the same to any competitor or other person, firm, or corporation except when the Company authorizes him in writing to do so.
Confidential lnformation. The Consultant recognizes a continuing duty to maintain the confidentiality of, and agrees not to disclose or in any way make use of, any proprietary or confidential information of the Bank acquired during his engagement by the Bank or during and in furtherance of Consultant’s obligations in accordance with this Agreement, except as otherwise required by law. The obligations set forth in this Section 5 shall survive termination of this Agreement.
