Confidentiality 7 Sample Clauses

Confidentiality 7. 1The Parties understand and agree that all Proprietary Information shall be treated as confidential. The receiving Party and its Affiliates which receive Proprietary Information as Provider or Recipient (“Receiving Affiliates”) shall use the same degree of care as the receiving Party or any Receiving Affiliates respectively uses with regard to their own proprietary information to prevent disclosure, use, or publication of the disclosing Party’s or the disclosing Party’s Affiliates’ Proprietary Information. Proprietary Information of the originating Party or its Affiliates shall be held confidential by the receiving Party and Receiving Affiliates unless it is or has been: (a)obtained legally and freely from a third Person without restriction as to the disclosure of such information; (b)independently developed by the receiving Party or its Affiliates at a prior time or in a separate and distinct manner without benefit of any of the Proprietary Information of the disclosing Party or its Affiliates, and documented to be as such; (c)made available by the disclosing Party or its Affiliates for general release independent of the receiving Party or its Affiliates; (d)made public as required by applicable Laws, court proceedings, or stock exchange regulations; or (e)within the public domain or later becomes part of the public domain as a result of acts by a Person other than the receiving Party or its Affiliates and through no fault or wrongful act of the receiving Party or its Affiliates. 7.2A receiving Party and Receiving Affiliates may disclose Proprietary Information of a disclosing Party or its Affiliates to directors, officers, employees, advisors and agents of the receiving Party, including their respective brokers, lenders, or insurance carriers, or, in the case that Company is the receiving Party, JIP, Purchaser and direct or indirect equity investors of Purchaser, who have specifically agreed in writing to nondisclosure in accordance with the terms and conditions hereof. Any disclosure of Proprietary Information required by legal process shall only be made after providing the disclosing Party with notice thereof in order to permit the disclosing Party to seek an appropriate protective order or exemption. Violation by a Party or its Affiliates or agents of the foregoing provisions shall entitle the disclosing Party or its Affiliates, at its option, to obtain injunctive relief without showing of irreparable harm or injury. This Article IX will be effective ...
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Confidentiality 7. 1. Information and documents to be submitted by the Promisors to XXXX for purposes of verifying and monitoring compliance with the obligations established under this TCD, and any request for waiver or modification of such obligations, shall be filed in a Data: 27/04/20122 Matrícula No. 1662 -JUCESP Portaria 68/00 de 12/07/2000 CPF No.: 000.000.000-00 R.G. No.: 5.437.973-8 INSS: 10423230171 CCM: 2.931.842-4 Xxx Xxxxx Xxxxx, 766/144A São Paulo, SP - Brasil CEP 01315-000 e-mail: xxxxxxxxxx@xxxxx.xxx.xx XXXXXXXX XXXXXXXXX POLATO Telefones: 00-0000-0000 / 00-0000-0000 Tradutora Pública e Intérprete Comercial – Idioma: Inglês LIVRO NO.: 039 PÁG NO.: 007 TRADUÇÃO NO.: 5212
Sample 1
Confidentiality 7. 1 If during the performance of this Agreement, one party hereto wishes to disclose information to another that it considers confidential, and if the receiving party is willing to accept such information, then such information may not be subsequently disclosed by the receiving party to a third party, other than as provided in this Agreement, without the written permission of the disclosing party. The parties to this Agreement agree to hold in confidence all information and all knowledge, know-how, practices, process or other information disclosed or submitted in writing or in other tangible form that is considered to be confidential for a period of five (5) years from the date of such disclosure, except: (a) information that at the time of disclosure is in the public domain; (b) information that after disclosure is published or otherwise becomes part of the public domain through no fault of the receiving party; 12 <PAGE> (c) information that was in the possession of the receiving party at the time of disclosure; (d) information that is developed by or on behalf of the receiving party independently of any disclosure to it by the disclosing party hereunder; or (e) information that is provided to the receiving party by a third party with the right to so provide. ARTICLE 8.0
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Confidentiality 7. Zachování mlčenlivosti
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Confidentiality 7 
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Related to Confidentiality 7

  • Confidentiality/Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality and Nondisclosure (a) Employee understands and agrees that he will be given Confidential Information (as defined below) and Training (as defined below) during his employment with Employer relating to the business of Employer and/or its Affiliates (as defined below). Employee hereby expressly agrees to maintain in strictest confidence and not to use in any way (including without limitation in any future business relationship of Employee), publish, disclose or authorize anyone else to use, publish or disclose in any way, any Confidential Information relating in any manner to the business or affairs of Employer and/or its Affiliates. Employee agrees further not to remove or retain any figures, calculations, letters, documents, lists, papers, or copies thereof, which embody Confidential Information of Employer and/or its Affiliates, and to return, prior to Employee's termination of employment, any such information in Employee's possession. If Employee discovers, or comes into possession of, any such information after his termination he shall promptly return it to Employer. Employee acknowledges that the provisions of this paragraph are consistent with Employer's Code of Conduct with which Employee, as an employee of Employer, is bound.

  • Confidentiality; Publicity Each Party (a "Recipient") who receives or otherwise has access to or learns of Confidential Information of any other Party (the "Disclosing Party") shall treat all Confidential Information of the Disclosing Party as confidential, refrain from using any such Confidential Information (except to perform and consummate the transactions described in the Transaction Documents), and deliver promptly to the Disclosing Party or destroy, at the request and option of the Disclosing Party, all tangible embodiments (and all copies) of such Confidential Information in the possession or control of the Recipient. If a Recipient is requested or required to disclose any Confidential Information of the Disclosing Party, it will notify the Disclosing Party promptly of the request or requirement so that the Disclosing Party may seek an appropriate protective order. If, in the absence of a protective order, Recipient is, on the advice of counsel, legally required to disclose any such Confidential Information, Recipient may disclose such Confidential Information; provided, however, that the Recipient shall use commercially reasonable efforts to obtain, at the reasonable request and at the expense of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Disclosing Party shall designate. No Party shall issue any press release or other public disclosure with respect to this Agreement or any transaction contemplated by any Transaction Document or any related matter, or otherwise issue any written public statements with respect to such transactions or matters, without the express prior written consent of the other Party (with Sellers and the Representative deemed a single Party), except such disclosures as may be required by applicable Law (which shall be governed by this Section); provided that, notwithstanding the foregoing, Sellers acknowledge Spartan will be filing a Current Report on Form 8-K in connection with the execution and delivery of this Agreement and will be filing a second Current Report in connection with the Closing. The Parties expressly agree that, in addition to any other right or remedy any of them may have, each Party may seek and obtain specific performance of the agreements set forth in this Section and temporary and permanent injunctive relief to prevent any breach or violation or threatened breach or violation of this Section, and that no bond or other security is required from such Party in connection any such effort.

  • Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, "

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