Confidential Nature of Data Sample Clauses

Confidential Nature of Data. 15 ARTICLE 11 REPRESENTATIONS............................................... 17 ARTICLE 12 MISCELLANEOUS................................................. 17 EXHIBITS EXHIBIT A SERVICES EXHIBIT B PRICING EXHIBIT C DEFINITIONS EXHIBIT D ARBITRATION EXHIBIT E INDEMNIFICATION EXHIBIT F CLEARING BANK AGREEMENT EXHIBIT G VERISIGN B2C GATEWAY TERMS AND CONDITIONS EXHIBIT H CINGULAR WIRELESS SERVICES TERMS AND CONDITIONS EXHIBIT I EMERCHANTVIEW(R) SERVICES TERMS AND CONDITIONS EXHIBIT J PERFORMANCE GUIDELINES SERVICE AGREEMENT This Service Agreement dated as of July 1, 2002 is between First Data Merchant Services Corporation ("FDMS") and iPayment Holdings, Inc. ("Customer"). References to "Customer" throughout shall include Customer's Affiliates.
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Confidential Nature of Data. A. DFS recognizes the confidentiality of all data and documents related to the accounts receivable and credit services provided hereunder to Greenwood and its cardholders, and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. DFS shall provide and take all necessary and appropriate security precautions to ensure that access to such data and documents is available only to those persons required to perform the services hereunder and only to the extent necessary for them to perform their work. DFS is authorized to release any information concerning such data and documents to any independent contractor DFS retains in connection with DFS’s performance under this Agreement, but only to the extent necessary for such contractor to perform work hereunder and only under terms agreeable to Greenwood. DFS shall not sell any such data and documents or disclose the information contained therein, except as expressly provided herein. DFS shall comply with any and all file-safekeeping, record-keeping, and data backup procedures that may be required by applicable law or such reasonable procedures required by Greenwood in connection with DFS’s performance of this Agreement. Neither DFS nor its agents or employees shall divulge or communicate to any unauthorized third party any information concerning such data and documents unless so required by law or so directed by an authorized officer of Greenwood.
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Confidential Nature of Data. A. SPS recognizes the confidentiality of all data and documents related to Services provided hereunder to the Company and its customers and agrees to exercise the same standard of care in the protection of said information as it uses to protect its own confidential information. SPS shall provide and take all necessary or appropriate security precautions to ensure that access to such data and documents shall be available only to those persons required to perform the Services hereunder and only to the extent necessary for them to perform their work. SPS shall be authorized to release any information concerning such data and documents to any independent contractor SPS shall retain in connection with SPS' performance with this Agreement but only to the extent necessary for such contractors to perform work hereunder and only to those independent contractors which are under similar obligations of confidentiality. SPS shall not sell any such data and documents or disclose the information contained therein, except as expressly provided herein. SPS shall comply with any and all file safekeeping, recordkeeping, and data back-up procedures that may be required by applicable law or the Company in connection with its performance of this Agreement. Neither SPS not its agents or employees shall divulge or communicate to any unauthorized third party any information concerning such data and documents unless so required by law or so directed by an authorized officer of the Company.
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Confidential Nature of Data. 15 ARTICLE 11 REPRESENTATIONS...................................................17 ARTICLE 12
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Confidential Nature of Data. 10.1 CUSTOMER'S PROPRIETARY INFORMATION. Upon Customer's request, FDR shall return to Customer (upon the expiration or termination of all of FDR's obligations under this Agreement and payment by Customer of all amounts due to FDR hereunder) all or any requested portion of the proprietary and confidential data of Customer disclosed to FDR including the Cardholder Master Files, Agency Bank Master Files, Cardholder Revolving Transaction Files and CIS Memo Files (collectively, "Customer's Proprietary Information").
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Confidential Nature of Data. 23 10.1 CUSTOMER'S PROPRIETARY INFORMATION ......................... 23 10.2 FDR'S PROPRIETARY INFORMATION .............................. 24
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Confidential Nature of Data 
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Related to Confidential Nature of Data

  • Confidential Nature of Information The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer on the one hand and Sellers on the other hand, each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, at the request of the disclosing party, will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith and all transcripts, notes and summaries thereof. Such non-public documents, materials and information shall not be communicated to any third Person (other than to Buyer’s and Sellers’ counsel, accountants or financial advisors, in each case subject to the recipient’s agreement to keep the same confidential). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Purchased Assets and the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the disclosing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents or (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any party is required to disclose any confidential information by applicable law, judicial process or rule of any national securities exchange, it is agreed that the party subject to such requirement will provide the other party with prompt notice of such requirement and such party may seek an appropriate protective order if it so desires.

  • Confidential Material The Employee shall not, directly or indirectly, either during the Term or thereafter, disclose to anyone (except in the regular course of the Company's business or as required by law), or use in any manner, any information acquired by the Employee during his employment by the Company with respect to any clients or customers of the Company or any confidential, proprietary or secret aspect of the Company's operations or affairs unless such information has become public knowledge other than by reason of actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph will include, without limitation:

  • Confidential The Purchaser acknowledges that the information made available to the Purchaser other than the SEC Reports is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that Purchaser’s subscription may not be accepted by the Company or a Closing may not occur for any reason if not consented to by Purchaser; provided, however, that (a) the Purchaser may disclose such information to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision), (iii) is being disclosed pursuant to a subpoena or court order or is otherwise required to be provided by law, or (iv) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company).

  • Confidential Data Employee further agrees that, during his employment with Employer and thereafter, he will keep confidential and not divulge to anyone, disseminate nor appropriate for his own benefit or the benefit of another any confidential information described in Exhibit C attached hereto and incorporated by reference herein (the "Confidential Data"). Employee hereby acknowledges and agrees that this prohibition against disclosure of Confidential Data is in addition to, and not in lieu of, any rights or remedies that Employer may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets, and the enforcement by Employer of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies that it may possess in law or equity absent this Agreement.

  • Confidential or Proprietary Information The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in § 1.20 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.

  • 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 The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Use of Proprietary Information Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq., and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

  • Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

  • Treatment of Confidential Information (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future.

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