Confidentialitv. Because UNIVERSITY and COLLABORATOR will be cooperating with each other in this Research, and because each may reveal to the other in the course of this Research certain confidential information, UNIVERSITY and COLLABORATOR agree to use best efforts to hold in confidence any confidential information which (a) is obtained from the other during, the course of this work and (b) is related thereto and (c) is marked as "CONFIDENTIAL", and each party will use best efforts not disclose the same to any third party without the express written consent of the other party to this Agreement. This requirement shall remain in force for a period of five (5) years following completion of work under this Agreement. Nothing in this paragraph shall in any way restrict the rights of either UNIVERSITY or COLLABORATOR to use, disclose or otherwise deal with any information which:
a. Can be demonstrated to have been in public domain as of the effective date of this Agreement or comes into the public domain through the term of this Agreement through no act of the recipient; or
b. Can be demonstrated to have been known to the recipient prior to the execution of this Agreement; or
c. Can be demonstrated to have been rightfully received by the recipient after disclosure under this Agreement from a third party who did not require the recipient to hold it in confidence or limit its use and who did not acquire it, directly or indirectly, under obligation of confidentiality to the disclosing party.
Confidentialitv. Any information relating to or disclosed in the course of this Agreement by either party (the "Disclosing Party") to the other party (the "Receiving Party"), which is or should be reasonably understood to be confidential or proprietary to the Disclosing Party, including but not limited to, the material terms of this Agreement, information about the Service and technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data shall be deemed "Confidential Information" and shall not be used, disclosed or reproduced by the Receiving Party without the Disclosing Party's prior written consent. "Confidential Information" shall not include information (a) already lawfully known to or independently developed by the Receiving Party, (b) disclosed in published materials, (c) generally known to the public, (d) lawfully obtained from any third party, or (e) required to be disclosed by law.
Confidentialitv. No Party shall make any unauthorized use or disclosure o f any information of a confidential or proprietary nature concem ing the other Party. In order for any information provided by a disclosing Party to be considered “ confidential” or “proprietary” by the receiving Party, the disclosing Party shall indicate in writing that the information disclosed is confidential or proprietary in nature. If any Party is subject to laws governing public records, compliance with such laws shall not be deemed a violation o f this provision.
Confidentialitv. Exhibit 1 to this Settlement Agreement contains confidential financial information regarding the individual settlement dlocations to the Class Members and Collective Members. Neither Class Counsel nor Class Representative will distribute or disclose these exhibits or the information contained therein to the Class Members or Collective Members. Instead, Class Counsel and/or Class Representative may disclose only an individual allocation to the particular Class Member or Collective Members to whom that allocation applies. Furthermore, Class Counsel and Class Representative agree, except as may be necessary to obtain approval and implement this Settlement Agreement, to maintain as confidential the terms and conditions of this Settlement Agreement and shall not contact the media or make any social media posts regarding this Settlement Agreement and/or the Lawsuit. If contacted by the media, Class Counsel and Class Repiesentative will only confirm that a settlement has been reached and 15716061.4 will say nothing further. If Class Counsel or Class Representative breaches this clause, he or she will be liable for liquidated damages in the amount of any payments to which he or she is entitled under this Settlement Agreement.
Confidentialitv. The terms and conditions of this Agreement are confidential and shall not be disclosed to any third party without the prior written consent of the nondisclosing Party. Notwithstanding the foregoing, it is understood that the Parties may disclose the terms and conditions of this Agreement to their accountants and counsel and to its other financial and legal representatives and agents on a need-to-know basis, and as required by applicable law, including required disclosures under the Securities Exchange Act of 1934 (the “‘34 Act”), and ABC may disclose this Agreement to employees of any company controlled by The Xxxx Disney Company. ProLink shall provide ABC with reasonable prior written notice of any disclosures required by applicable law so that ABC may obtain an appropriate protective order.
Confidentialitv. 1. The subject ofthis Agreement and ofthe cooperation ofthe Parties hereunder does not lie in the processing ofpersonal data.
2. If one of the Parties becomes acquainted with the persona! data of an employee of the other Party or a third person during the implementation ofthe Project, it undertakes to use this personal data only for the purposes for which they were provided and to handle them in accordance with the Regulation (EU) 2016/679, (General Data Protection Regulation).
Confidentialitv. Executive recognizes and acknowledges that the Proprietary Information (as defined below) is a valuable, special and unique asset of the business of the Company. As a result, both during the Term and thereafter, Executive will not, without the prior written consent of the Company, for any reason divulge to any third-party or use for his/her own benefit. or for any purpose other than the exclusive benefit of the Company, any Proprietary Information. Notwithstanding the foregoing, if Executive is compelled to disclose Proprietary Information by court order or other legal process, to the extent permitted by applicable law, he shall promptly so notify the Company so that it may seek a protective order or other assurance that confidential treatment of such Proprietary Information shall be afforded, and Executive shall reasonably cooperate with the Company in connection therewith. If Executive is so obligated by court order or other legal process to disclose Proprietary Information, Executive will disclose only the minimum amount of such Proprietary Information as is necessary for Executive to comply with such court order or other legal process.
Confidentialitv. Except to the extent necessary for the exercise of its rights and remedies and the performance of its obligations under the Operative Documents, no party hereto will itself use or intentionally disclose or permit its agents to disclose, directly or indirectly, any information obtained from any of the parties hereto or in connection herewith or any portion of any Operative Document not available for public inspection, and will use all reasonable efforts to have all such information kept confidential; provided, that (a) each party may use, retain and disclose any such information to (i) its counsel and public accountants, any Indemnitee and any of its potential transferees if the party in question agrees to keep Shawville Tax Indemnity Agreement 30 226745.0l Chicago S2A
Confidentialitv. Xxxxxxx Xxxxx acknowledges that a portion of the Information provided to it in connection with its engagement hereunder may contain confidential and proprietary business information concerning the Company (such Information, the “Confidential Information”). Xxxxxxx Xxxxx agrees that, except as contemplated in connection with the performance of its services under this Agreement, as authorized by the Company or as required by law, regulation or legal process, it will treat as confidential all Confidential Information; provided, however, that Xxxxxxx Xxxxx xxx disclose such Confidential Information to its agents and advisors who are assisting or advising Xxxxxxx Xxxxx in performing its services hereunder and who have been instructed to be bound by the terms and conditions of this paragraph. As used herein, the term “Confidential Information” shall not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by Xxxxxxx Xxxxx in violation of this Agreement, (b) was available to Xxxxxxx Xxxxx on a non-confidential basis prior to its disclosure to Xxxxxxx Xxxxx or its representatives by the Company, or (c) becomes available to Xxxxxxx Xxxxx on a non-confidential basis from a person other than the Company who is not known to Xxxxxxx Xxxxx to be bound not to disclose such information pursuant to a contractual obligation of confidentiality to the Company. The Company hereby acknowledges and agrees that the presentation materials and financial models used by Xxxxxxx Xxxxx in performing its services hereunder have been developed by and are proprietary to Xxxxxxx Xxxxx. The Company agrees that it will not reproduce or distribute all or any portion of such models or presentations without the prior consent from Xxxxxxx Xxxxx in writing.
Confidentialitv. Except in the course of the performance of its duties hereunder, and in such case, only upon express written consent of the Company, the Consultant agrees that they shall not disclose any confidential or proprietary information not in the public domain learned as a result of this Agreement unless and until such information becomes generally known or is in the public domain.
