Confidential Matters Clause Samples

Confidential Matters. The CONSULTANT shall keep in strictest confidence all information relating to this Contract which may be acquired in connection with or as a result of this Contract.

Confidential Matters. You shall keep secret all confidential matters of Company and its affiliates (for purposes of this Paragraph 12 only, “Company”), and shall not disclose them to anyone outside of Company, either during or after your employment with Company, except (i) with Company’s written consent; (ii) as required by law or judicial process; or (iii) to your professional advisors to the extent reasonable and necessary. You shall deliver promptly to Company upon termination of your employment, or at any time Company may request, all confidential memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of Company which you may then possess or have under your control.

Confidential Matters. The Executive is aware and acknowledges that the Executive shall have access to confidential information by virtue of his or her employment. The Executive agrees that, during the period of time the Executive is retained to provide services to the Bank, and thereafter subsequent to the termination of Executive's services to the Bank for any reason whatsoever, the Executive will not release or divulge any confidential information whatsoever relating to the Bank or its business, to any other person or entity without the prior written consent of the Bank. Confidential information does not include information that is available to the public or which becomes available to the public other than through a breach of this Agreement on the part of the Executive. Also, the Executive shall not be precluded from disclosing confidential information in furtherance of the performance of his or her services to the Bank or to the extent required by any legal proceeding. The Executive also agrees that all files, records, documents, equipment and similar items and technological information whether maintained in hard copy or by electronic means relating to the Bank's business, whether prepared by the Executive or others, shall remain the exclusive property of the Bank. Upon termination of employment, or at any earlier time requested by the Bank, the Executive will promptly return to the Bank all confidential information as well as any other property of the Bank, which is in the Executive's possession or under the Executive' s control. The Executive agrees not to delete, modify, or copy any work file or confidential information prior to or subsequent to termination of employment. For the avoidance of doubt, the parties agree that each of the terms of this Agreement shall be considered "confidential information" within the meaning of this Section 10, and may be disclosed by the Executive only to the limited extent permitted by the terms of this Section 10, to his or her spouse, and to his or her advisors solely to the extent necessary; without limiting the generality of the foregoing, they may not be disclosed by the Executive to any other employees of the Bank other than its Chairman or to anyone else designated in writing by the Chairman.

Confidential Matters. (a) The parties acknowledge that, in order for the Placement Agent to review the business activities of the Company in connection with its engagement hereunder, it will be likely that the Company will need to disclose to the Placement Agent certain information of a non-public, proprietary nature. Such disclosures may include, but are not limited to, (i) business, marketing, and technology operations and directions; (ii) current, future and projected finances; (iii) technologies and intellectual properties, including the status of any required regulatory approvals; (iv) customer and supplier names; and (v) other technical or business information (hereinafter referred to as “Confidential Information”) of the Company. The Placement Agent agrees to hold the Confidential Information in confidence and not disclose it to any third party unless approved in advance by the Company. (b) Notwithstanding anything else contained herein to the contrary, such Confidential Information shall not include any information already available to or in the possession of the Placement Agent prior to the date of its disclosure to the Placement Agent by the Company, any information in the Memorandum or other investor materials or generally available to the public, or any information which becomes available to the Placement Agent on a non-confidential basis from a third party who is not known, after reasonable inquiry, by the Placement Agent to be bound by a confidentiality obligation to the Company, and provided further, that such confidential information may be disclosed (i) to the Placement Agent's employees, agents, advisors and representatives in connection with its engagement hereunder, who shall be informed of the confidential nature of the information and that such information is subject to a confidentiality agreement, so long as in each case each person is under an obligation of confidentiality; (ii) to any person with the consent of the Company, including to any prospective investors; (iii) if the Placement Agent is required to disclose such information pursuant to law, judicial or administrative process or regulatory demand or request; or (iv) if such disclosure is deemed necessary by the Placement Agent in litigation or any other proceeding in which it or any of its current or former directors, officers, employees, agents, representatives, affiliates or any person who controls the Placement Agent is, or is threatened to be made, a party.

Confidential Matters. The Contractor shall keep in strictest confidence all information relating to this Contract which may be acquired in connection with or as a result of this Contract. During the term of this Contract and at any time thereafter, without the prior written consent of the Buyer, the Contractor shall not publish, communicate, divulge, disclose or use any of such information which has been designated as Buyer proprietary or which from the surrounding circumstances in good conscience ought to be treated as Buyer proprietary. Upon termination or expiration of this Contract, Contractor shall deliver all records, data, information, and other documents and all copies thereof to the Buyer and such shall remain the property of the Buyer.

Confidential Matters. The Consultant shall keep in strictest confidence all information relating to this Contract which may be acquired in connection with or as a result of this Contract.

Confidential Matters. The Employee agrees that during Employee’s employment by the Employer and subsequent to the termination of Employee’s employment by the Employer for any reason whatsoever and with or without cause, Employee will not release or divulge any information relating to the Employer to any other person or persons without the prior express written consent of the Employer. The Employee is aware and acknowledges that the Employee shall have access to confidential information by virtue of his employment and Employee agrees to keep that information confidential at all times. The type of confidential information covered by this paragraph shall include, but is not limited to, any information obtained in transcribing any and all reports, any and all information contained in such reports, list(s) of clients of Employer, computer programs and/or software as amended by Employer’s trade secrets utilized by Employer and any information acquired by Employee during the course of training by Employer relating to methods and procedures to be applied while rendering services on Employer’s behalf to the Employer’s clients. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Confidential Matters. You shall keep secret all confidential matters of Company and its affiliates (for purposes of this Paragraph, collectively, “Company”), and shall not disclose them to anyone outside of Company, either during or after your employment with Company, except (a) with Company’s prior written consent; (b) as required by law or judicial process or as permitted by law for the purpose of reporting a violation of law; (c) to your professional advisors to the extent reasonable and necessary; or (d) if such information is widely known to the general public other than as a result of a breach by you of your obligations hereunder. Company hereby informs you, and you hereby acknowledge, in accordance with 18 U.S.C. Section 1833(b), that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret where the disclosure (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Furthermore, nothing in this Agreement prevents you from making any statement or engaging in any activity to the extent protected by the National Labor Relations Act. You shall deliver promptly to Company upon termination of your employment, or at any time as Company may request, all confidential memoranda, notes, records, reports and other documents (and all copies thereof) relating to the business of Company which you may then possess or have under your control; provided that you may retain your personal files (i.e., your files not related to Company) and a copy of your address book.

Confidential Matters. The Vendor agrees for itself, its employees and its agents to keep in strictest confidence all information either identified by Client as secret or confidential, or which, from the circumstances, in good faith ought to be treated as secret or confidential, which would include all such information ascertained by Vendor during the course of performing services hereunder. Confidential information shall include, by way of example and without limitation, information relating to Client or its affiliates or their respective products, manufacturing processes, price lists, customer lists, technical information, or other business information which the Vendor may acquire in connection with or as a result of the performance of this Agreement (collectively, “Confidential Information”). Vendor will neither publish, communicate, divulge or disclose to unauthorized persons any such Confidential Information during the period of this Agreement or at any time subsequent thereto without the prior written consent of the Client. The Vendor shall use such Confidential Information solely and only to the extent necessary to exercise rights and perform duties pursuant to this Agreement, and shall not in any way use the Client’s Confidential Information to the detriment of the Client. Nothing in this Agreement shall be construed as granting any rights to Vendor, by license under any copyrights, patents, trade secret or trademark theory/law, or otherwise, by the disclosure of the Confidential Information hereunder, except for any licenses granted by Vendor pursuant to this Agreement. All right, title and interest in and to all Confidential Information disclosed hereunder shall remain the property of the Client. Vendor understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement will cause Client irreparable harm, the amount of which may be difficult to ascertain, and therefore the Parties agree that Client shall be entitled to specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as shall be deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. Vendor expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this paragraph shal...