Confidential or Proprietary Information Clause Samples

Confidential or Proprietary Information. You further agree that you will hold in a fiduciary capacity for the benefit of Delta, and, during the term of your employment with Delta and for the two year period after such employment terminates, shall not directly or indirectly use or disclose, any Confidential or Proprietary Information, as defined hereinafter, that you acquire (whether or not developed or compiled by you and whether or not you were authorized to have access to such Confidential or Proprietary Information) during the term of, in the course of, or as a result of your employment by Delta. Subject to the provisions set forth below, the term “Confidential or Proprietary Information” as used in this Agreement means the following secret, confidential and proprietary information of Delta not otherwise included in the definition of Trade Secret: all marketing, alliance, advertising and sales plans and strategies; all pricing information; all financial, advertising and product development plans and strategies; all compensation and incentive programs for employees; all alliance agreements, plans and processes; all plans, strategies, and agreements related to the sale of assets; all third party provider agreements, relationships, and strategies; all business methods and processes used by Delta and its employees; all personally identifiable information regarding Delta employees, contractors, and applicants; and all lists of actual or potential customers or suppliers maintained by Delta. The term “Confidential or Proprietary Information” does not include information that has become generally available to the public by the act of one who has the right to disclose such information. Nothing in this Agreement is intended, or shall be construed, to limit the protections of any applicable law protecting confidential or proprietary information.

Confidential or Proprietary Information. Respondent acknowledges its obligation to specifically identify information it contends to be confidential or proprietary and, if Respondent designated substantial portions of its Solicitation Response or its entire Solicitation Response as confidential or proprietary, the Solicitation Response is subject to being disqualified.

Confidential or Proprietary Information. The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of Post or any Affiliate (not otherwise included in the definition of Trade Secret in § 1.26 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 Post or any Affiliate.

Confidential or Proprietary Information. (a) Except in connection with the faithful performance of Executive’s duties as an employee of Noble or pursuant to Section 8(c) or 8(d), Executive agrees that he will not, at any time during his employment with Noble or thereafter, directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit, or for the benefit of any person, firm, corporation or other entity, any Confidential or Proprietary Information of or relating to Noble or the Noble Companies, nor shall he deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential or Proprietary Information. For purposes of this Agreement, “Confidential or Proprietary Information” includes, without limitation: all trade secrets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by Noble or the Noble Companies, whether in tangible or intangible form, information with respect to Noble’s or the Noble Companies’ operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment. The parties hereby stipulate and agree that as between them the foregoing matters are important and material Confidential or Proprietary Information, which affect the successful conduct of the businesses of Noble and the Noble Companies (and any successor or assignee of Noble). (b) Upon termination of Executive’s employment with Noble, whether at the instance of Executive or Noble and for whatever reason, Executive will promptly deliver to Noble all correspondence, records, drawings, manuals, letters, notes, notebooks, computers, cell phones, reports, programs, data, audio or videotapes (or other information contained on any digital information medium), plans, proposals, financial documents, or any other documents or materials containing Confidential or Proprietary Information, information otherwise owned by Noble or the Noble Companies, or containing information concerning the c...

Confidential or Proprietary Information. Subject to the Public (Open) Records Act, section 24-72- 101, et seq., C.R.S., as amended, if the Contractor obtains access to any records, files, or other information of the State in connection with, or during the performance of, this Contract, then the Contractor shall keep all such records, files, or other information confidential and shall comply with all laws and regulations concerning the confidentiality of all such records, files, or information to the same extent as such laws and regulations apply to the State. Contractor shall protect the confidentiality of all information accessed, used, held, created or received in connection with this Contract and shall insure that any subcontractors or agents of Contractor protect the confidentiality of all information under this Contract. Contractor shall access, use and disclose confidential information only for the operation and administration of the Contract, and shall not directly or indirectly disclose confidential information after the term of the Contract. Contractor shall implement appropriate safeguards as are necessary to prevent accidental or unauthorized use or disclosure of confidential information and shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards for maintaining and transmitting electronic confidential information. Contractor shall promptly notify the State if Contractor breaches the confidentiality of any information covered by this Contract. Any breach of confidentiality by the Contractor, or third party agents of the Contractor, shall constitute good cause for the State to cancel this Contract, without liability to the State. Any State waiver of an alleged breach of confidentiality by the Contractor, or third party agents of the Contractor, does not constitute a waiver of any subsequent breach by the Contractor, or third party agents of the Contractor. The Contractor must identify to the State the information that it considers confidential or proprietary. This is a continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information relating to Contractor’s research, development, trade secrets, business affairs, internal operations and management procedures and those of its customers, clients or affiliates, but does not include information lawfully obtained by third parties, information which is in the public domain, or information which is or could have...

Confidential or Proprietary Information. The term "Confidential or --------------------------------------- Proprietary Information" for purposes of this Agreement shall mean any secret, confidential, or proprietary information of Weeks or a Weeks Affiliate (not otherwise included in the definition of Trade Secret in (S) 1.13 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 Weeks or a Weeks Affiliate.

Confidential or Proprietary Information. 14.6.1 So that the Design Professional may effectively provide services under this Agreement, it may be necessary or desirable for the Owner to disclose or cause disclosure of confidential and proprietary information to the Design Professional pertaining to the Owner’s past, present and future activities and its service marks. Since it is difficult to separate confidential and proprietary information from that which is not, the Design Professional will regard all information it gains as a result of services rendered hereunder as confidential and proprietary to the Owner and such information will not be disclosed to any organization or individual without the prior written consent of the Owner. Likewise, the Design Professional will not disclose confidential and proprietary program information related to the Project. This obligation of confidentiality does not extend to information which becomes available to the general public through no fault of the Design Professional, nor if the Design Professional is required to disclose the information pursuant to court order or other legal action. The Owner agrees that information provided to the Design Professional for purposes of designing the Project may be discussed with vendors, suppliers, contractors and other associated professionals to assist in making informed design decisions, but neither confidential or proprietary information or intellectual property of any kind owned by the Owner nor the name of the Owner will be used by the Design Professional in its promotional materials, seminar presentations or otherwise without the Owner’s prior written permission, which may be withheld by the Owner in its sole and absolute discretion. The Design Professional will instruct its employees and Sub-consultants concerning the provisions of this §14.6.1 and will be responsible for the violation of this provision by any one or more of them. 14.6.2 The Design Professional will not use the name of the Owner or any of its service marks, trademarks, or trade names without the Owner’s prior written permission. 14.6.3 The Design Professional will not, without the express written consent of the Owner, discuss the Project or any part thereof with persons under circumstances in which the communications cannot reasonably be expected to be published in newspapers, magazines or trade journals or broadcast on radio or television. This restriction will not apply to statements consistent with a crisis management plan development and agreed...

Confidential or Proprietary Information. (i) You acknowledge that, during the term of your employment with Delta Air Lines, Inc. (“Delta” or the “Company”), you had access to and acquired and will continue to have access to and acquire knowledge of, non-public, secret, confidential and proprietary documents, materials and other information, in tangible and intangible form (including, without limitation, retained mental impressions), of and relating to Delta and its businesses and existing and prospective customers, vendors, partners, investors and associated third parties, and other persons and entities that have entrusted documents, materials or information to Delta in confidence (collectively “Confidential or Proprietary Information”). You hereby agree that you will hold in a fiduciary capacity for the benefit of Delta, and shall not directly or indirectly make use of, on your own behalf or on behalf of others, or disclose to any person, concern or entity, any Confidential or Proprietary Information, whether or not such Confidential or Proprietary Information was developed or compiled by you and whether or not you were previously authorized to access or use such Confidential or Proprietary Information. You understand and agree that Confidential or Proprietary Information developed or compiled by you in the course of your employment with Delta is subject to the terms and conditions of this Agreement as if Delta furnished the same Confidential or Proprietary Information to you in the first instance. You understand and acknowledge that your confidentiality obligations under this Agreement shall continue until five years after your Termination of Employment; provided that the confidentiality obligation for Confidential or Proprietary Information consisting of Trade Secrets (as defined in Section 2(b)) shall remain in effect for so long as governing law allows.

Confidential or Proprietary Information. Marketer hereby acknowledges and agrees that Marketer may receive confidential and/or proprietary information relating to Client's business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client's business and it has been developed or obtained over time, with significant resources involved. ▇▇▇▇▇▇▇▇ understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, ▇▇▇▇▇▇▇▇ agrees that they shall: a. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties; b. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client; c. Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties for a period of at least one year following the termination of this agreement; d. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client; e. Inform Client immediately if Marketer becomes aware of any unauthorized use or disclosure of confidential and/or proprietary information.