- Confidentiality   A Sample Clauses

- Confidentiality   A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract, including all information obtained through any audits and any claims information between the Company and the Reinsurer, and any submission or other materials relating to any renewal (hereinafter referred to as "Confidential Information") are proprietary and confidential to the Company.

- Confidentiality   A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract, including all information obtained through any audits and any claims information between the Company and the Reinsurer, and any submission or other materials relating to any renewal (hereinafter referred to as "Confidential Information") are proprietary and confidential to the Company. D. Notwithstanding the above, in the event that the Reinsurer is required by court order, other legal process or any regulatory authority to release or disclose any or all of the Confidential Information, the Reinsurer agrees to provide the Company with written notice of same at least 10 days prior to such release or disclosure, to the extent legally permissible, and to use its best efforts to assist the Company in maintaining the confidentiality provided for in this Article. E. Any disclosure of Non-Public Personally Identifiable Information shall comply with all state and federal statutes and regulations governing the disclosure of Non-Public Personally Identifiable Information. "Non-Public Personally Identifiable Information" shall be defined as this term or a similar term is defined in any applicable state, provincial, territory, or federal law. Disclosing or using this information for any purpose not authorized by applicable law is expressly forbidden without the prior consent of the Company. F. The parties agree that any information subject to privilege, including the attorney-client privilege or attorney work product doctrine (collectively "Privilege") shall not be disclosed to the Reinsurer until, in the Company's opinion, such Privilege is deemed to be waived or otherwise compromised by virtue of its disclosure pursuant to this Contract. Furthermore, the Reinsurer shall not assert that any Privilege otherwise applicable to the Confidential Information has been waived or otherwise compromised by virtue of its disclosure pursuant to this Contract.

- Confidentiality   A. Except for the announcement to the market of the Transaction as per Section 10B below, the terms of this Binding Term Sheet shall be deemed confidential. Any information, document or other data of the Parties shall also be deemed confidential and shall be subject to the Acordo de Confidencialidade between Amyris Brasil, Amyris, Sao Martinho, Usina São Xxxxxxxx X.X. and UBV dated 8 September, 2009.

- Confidentiality   A. All confidential information and records concerning an employee’s counseling and treatment through the EAP will be maintained in accordance with The Privacy Act of 1974 (5 U.S.C. 552a).

- Confidentiality   A. The parties may disclose to each other No employee information that is confidential and Raid proprietary, which may include by way of example and not limitation: ideas, concepts, accounting information, customer lists, supplier lists, data, research knowledge, compositions, marketing plans, trademark information, financial information, competitive analysis, customer communications, information obtained from other persons under agreements to keep such information confidential, trade secrets as defined under applicable law, and other internal secret and proprietary information (the "Proprietary Information"). Proprietary Information shall not include: (i) information in the possession of the recipient before the date of this Agreement (and recipient shall bear the burden of proving this fact);

- Confidentiality   A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (“Confidential Information”) are proprietary and confidential to the Company. Confidential Information shall not include documents, information or data that the Reinsurer can show: 1. are publicly known or have become publicly known through no unauthorized act of the Reinsurer; 2. have been rightfully received from a third person without obligation of confidentiality; or 3. were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality; or 4. were independently developed by the Reinsurer without reliance on the information provided by the Company.

- Confidentiality   A. The Reinsurer hereby acknowledges that the documents, information and data provided to it by the Company, whether directly or through an authorized agent, in connection with the placement and execution of this Contract (“Confidential Information”) are proprietary and confidential to the Company. Confidential Information shall not include documents, information or data that the Reinsurer can show: 1. are publicly known or have become publicly known through no unauthorized act of the Reinsurer; 2. have been rightfully received from a third person without obligation of confidentiality; or 3. were known by the Reinsurer prior to the placement of this Contract without an obligation of confidentiality. B. Absent the written consent of the Company, the Reinsurer shall not disclose any Confidential Information to any third parties, including any affiliated companies, except: 1. when required by retrocessionaires as respects business ceded to this Contract; 2. when required by regulators performing an audit of the Reinsurer’s records and/or financial condition; or 3. when required by external auditors performing an audit of the Reinsurer’s records in the normal course of business; or 4. when necessary for the performance of services by service providers employed by the Reinsurer under confidentiality obligations no less restrictive than this article. Further, the Reinsurer agrees not to use any Confidential Information for any purpose not related to the performance of its obligations or enforcement of its rights under this Contract or the Reinsurer's ordinary reinsurance operations.

- Confidentiality   A. If either Party shares information with the other Party that is either: marked as “sensitive” or “confidential”; or that a reasonable person would understand to be sensitive or confidential, (collectively, “Confidential Information”), the Party receiving the Confidential Information (“Disclosing Party”) will: i. use it only for the purpose of fulfilling its obligations under this Agreement; ii. protect the other Party’s Confidential Information in the same way that it would protect its own, always providing at least a reasonable level of protection; and iii. only reveal the Confidential Information to its employees, contractors, attorneys, and financial advisors who have a legitimate need to know it. B. The following categories of information are not considered Confidential Information: i. Information that the Receiving Party has received or receives from a third- party before or after it is disclosed to it by the Disclosing Party, if the third- party was under no obligation not to disclose it. ii. Information that the Receiving Party already knew before it was disclosed to it by the Disclosing Party. iii. Information that the Receiving Party developed on its own without using or referencing the Confidential Information of the Disclosing Party. iv. Information that is or becomes generally known to the public without a breach of the Receiving Party’s obligations under this Agreement. C. If the Receiving Party is required by law the disclose any Confidential Information and, if permitted by applicable law, the Receiving Party will take the following actions before disclosing any Confidential Information: i. Notify the Disclosing Party in writing of the requirement so that the Disclosing Party may seek a protective order or other remedy or waive its rights under this Section 6. ii. Provide reasonable assistance to the Disclosing Party in opposing the disclosure or seeking a protective order or other limitations on the disclosure. If the Receiving Party is still required to disclose the Confidential Information after taking the steps described above, then the Receiving Party will only disclose the portion of the Confidential Information that it is legally required to disclose. D. The obligations described in this Section 6 will survive the termination of expiration of this Agreement for a period of 5 years, unless the relevant Confidential Information is a trade secret under applicable law, in which case the obligations under this Section 6 will survive for as...

- Confidentiality   A. Each of the Administrative Agent and each Lender agrees to keep, and to cause its Affiliates to keep, confidential and to not use or disclose, and to cause its Affiliates to not use or disclose, all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender or any such Affiliate from (x) disclosing any such information (a) to the Administrative Agent, any other Lender, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its Affiliates, its and its Affiliates employees, directors, officers and agents, including accountants, legal counsel and other advisors or to any other Lender or Participant (it being understood that such disclosure will be made only to such Persons who have the need to know such information and only if the Persons to whom such disclosure is made are informed of the confidential nature of such Information, instructed to keep such information confidential and receive such information in connection with (i) their evaluation of the ability of the Loan Parties to repay the Loans and perform their other obligations under the Loan Documents, (ii) administering the Obligations under this Agreement, (iii) servicing the Borrowings hereunder, (iv) protecting their interests under this Agreement or (v) performing any similar function in connection with any other extension of credit by the Lenders to the Guarantor or a Subsidiary (excluding any transaction in any public security of the Guarantor or a Subsidiary), (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has become generally known to the public other than as a result of a known breach of any requirement to keep such information confidential, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to suc...

- Confidentiality   A. The Parties shall not, during the term of this SERVICE AGREEMENT and after its expiration, disclose any proprietary or confidential information relating to this SERVICE AGREEMENT or business, donors, beneficiaries, or operations of one of the Parties without the prior written consent of the other. b. The Parties are forbidden to use any business information of the Parties or of any (legal) person connected to the Parties in any shape or form, for own advantage or for the advantage of third parties. c. In the event of violation of that which is set forth in this article the Parties will be legally in default, without any notice of default being required.