Confidential Treatment/Permitted Disclosures Sample Clauses

Confidential Treatment/Permitted Disclosures. Each of the Parties covenants and agrees not to (a) use for any commercial purpose other than in connection with the Project any of the proprietary or confidential information concerning the Project, including but not limited to proprietary and confidential technical information such as drawings, documents, specifications and non-public data and procedures, furnished by any Party or its Affiliates or developed for purposes of the Project (collectively, the "Project Information"), or (b) divulge any Project Information to third parties without the consent of the other Parties; except that (i) any party may disclose Project Information to such of its directors, officers, employees, consultants and advisors (including financial and legal advisors) as have a reasonable need to know such Project Information in connection with the Project Loans and its equity participation in the Project (in each case pursuant to a written agreement whereby the recipient agrees to keep such Project Information confidential); (ii) FI shall have the right to disclose such Project Information to the Government in furtherance of its obligations under the Contract of Work with the ROI; and (iii) each other Party may disclose Project Information as required in accordance with applicable laws and for the due enforcement of its rights hereunder and under the Major Contracts. Notwithstanding the above, no Party shall be under any obligation of confidentiality and restricted use as to any Project Information and knowledge based thereon, which, as evidenced by documents, (c) was in the lawful possession of the receiving Party prior to the disclosure thereof by the disclosing Party and which was not obtained by the receiving Party either directly or indirectly from the disclosing Party or another Party, or (d) is, after disclosure by the disclosing Party, lawfully disclosed to the receiving Party by a third party having no obligation of secrecy to the disclosing party as to the said information, or (e) is or at any time becomes available to the public through no act, failure to act or other legal fault of receiving Party. Specific information disclosed to a receiving Party shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or is in the possession of the receiving Party. In addition, any combination of features shall not be deemed to be within the foregoing exceptions merely because individual...
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Confidential Treatment/Permitted Disclosures. The Parties agree and shall undertake, that any and all information ("Proprietary Information") received by any Party in connection with this Agreement which is derived from another Party (however acquired and in whatever form) shall be treated by it as confidential and such Party shall not disclose all or any part of such Proprietary Information to any third party or otherwise seek to exploit all or any part of such Proprietary Information without the prior written consent of the other Parties, provided that this clause shall not apply to information which at any time comes into the public domain through no fault of any Party, or is required to be furnished to any government or public authority pursuant to any law, rule, regulation or judicial order applicable to any Party or any Affiliate of a Party, or is required to be disclosed in compliance with the rules of a stock exchange on which a Party's or an Affiliate or a Party's stock is listed, or which is disclosed to a Party's bankers, attorneys, accountants, tax advisors or other consultants who agree to maintain the secrecy of such Proprietary Information.
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Confidential Treatment/Permitted Disclosures. Each of the Parties covenants and agrees not to (a) use any of the Project proprietary or confidential information (as herein defined), including but not limited to proprietary and confidential technical information such as drawings, documents, specifications and non-public data and procedures, furnished by any Party or its Affiliates or developed pursuant to the AIP, the Project Planning Agreement, or this Agreement (collectively, the ``Project Information'') for any commercial purpose other than in connection with the Project, and (b) divulge any Project Information to third parties without the consent of the other Parties; except that (i) any Party may disclose Project Information to such of its directors, officers, employees, consultants and advisors (including financial and legal advisors) as have a reasonable need to know such Project Information in connection with arranging the Project Financing Agreements and its equity participation in the Project (in each case pursuant to a written agreement whereby the recipient agrees to keep such Project Information confidential); (ii) FI shall have the right to disclose such Project Information to the Government in furtherance of its obligations under the COW; and (iii) each other Party may disclose Project Information as required in accordance with applicable laws and for the due enforcement of its rights hereunder and under the Major Contracts. Notwithstanding the above, no Party shall be under any obligation of confidentiality and restricted use as to any Project Information and knowledge based thereon, which, as evidenced by documents,
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Confidential Treatment/Permitted Disclosures. The Parties agree and undertake that during the term of this Agreement any and all other information received by any Party or the Company in connection with this Agreement which is derived from another Party or the Company (however acquired and in whatever form) (the Information) shall be treated by it and the Company as confidential and it shall not disclose all or any part of it to any third party (other than, in the case of the Parties, to the Company) or otherwise seek to exploit all or any part of it without the prior written consent of the Company and each other Party and shall procure that the Company shall not, provided that this clause shall not apply to Information which: (a) at any time comes into the public domain through no fault of any Party or the Company; or (b) is required to be furnished to any government or public authority pursuant to any law, rule, regulation or judicial order applicable to the Company or any Party or any Affiliate of a Party; or (c) is required to be disclosed in compliance with the rules of a stock exchange on which the shares of a Party or an Affiliate of a Party is listed; or (d) is disclosed to a Party's bankers, lawyers, accountants, tax advisors or other consultants who agree to maintain the secrecy of such Information.
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Related to Confidential Treatment/Permitted Disclosures

  • Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

  • CONFIDENTIAL TREATMENT REQUESTED Confidential portions of this document have been redacted and have been separately filed with the Commission.

  • Other Confidential Consumer Information Party agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to and uses of personal information relating to any beneficiary or recipient of goods, services or other forms of support. Party further agrees to comply with any applicable Vermont State Statute and other regulations respecting the right to individual privacy. Party shall ensure that all of its employees, subcontractors and other service providers performing services under this agreement understand and preserve the sensitive, confidential and non-public nature of information to which they may have access.

  • Treatment of Proprietary and Confidential Information A. Both parties agree that it may be necessary to provide each other during the term of this Agreement with certain confidential information, including trade secret information, including but not limited to, technical and business plans, technical information, proposals, specifications, drawings, procedures, customer account data and like information (hereinafter collectively referred to as “Information”). Both parties agree that all Information shall either be in writing or other tangible format and clearly marked with a confidential, private or proprietary legend, or, when the Information is communicated orally, it shall also be communicated that the Information is confidential, private or proprietary. The Information will be returned to the owner within a reasonable time. Both parties agree that the Information shall not be copied or reproduced in any form. Both parties agree to receive such Information and not disclose such Information. Both parties agree to protect the Information received from distribution, disclosure or dissemination to anyone except employees of the parties with a need to know such Information and which employees agree to be bound by the terms of this Section. Both parties will use the same standard of care to protect Information received as they would use to protect their own confidential and proprietary Information. B. Notwithstanding the foregoing, both parties agree that there will be no obligation to protect any portion of the Information that is either: 1) made publicly available by the owner of the Information or lawfully disclosed by a nonparty to this Agreement; 2) lawfully obtained from any source other than the owner of the Information; or 3) previously known to the receiving party without an obligation to keep it confidential.

  • CONFIDENTIAL/TRADE SECRET MATERIALS a. Contractor Confidential, trade secret or proprietary materials as defined by the laws of the State of New York must be clearly marked and identified as such upon submission by the Bidder. Marking the Bid as “confidential” or “proprietary” on its face or in the document header or footer shall not be considered by the Commissioner or Authorized User to be sufficient without specific justification as to why disclosure of particular information in the Bid would cause substantial injury to the competitive position of the Bidder. Bidders/Contractors intending to seek an exemption from disclosure of these materials under the Freedom of Information Law must request the exemption in writing, setting forth the reasons for the claimed exemption. Acceptance of the claimed materials does not constitute a determination on the exemption request, which determination will be made in accordance with statutory procedures. Properly identified information that has been designated confidential, trade secret, or proprietary by the Bidder will not be disclosed except as may be required by the Freedom of Information Law or other applicable State and federal laws.

  • 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. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

  • Confidential Information Protections 4.1 At all times during and after the Employee’s employment, the Employee will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except as may be required in connection with the Employee’s work for Company, or as expressly authorized by the Board. The Employee will obtain the written approval of the Board before publishing or submitting for publication any material (written, oral, or otherwise) that relates to the Employee’s work at Company and/or incorporates any Confidential Information. The Employee hereby assigns to Company any rights the Employee may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

  • CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Schedule A to Arbitration Agreement

  • 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.

  • CONFIDENTIALITY/SAFEGUARDING OF INFORMATION The CONTRACTOR shall not use or disclose any information concerning the AGENCY, or information that may be classified as confidential, for any purpose not directly connected with the administration of this contract, except with prior written consent of the AGENCY, or as may be required by law.

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