Confidentiality and Access Sample Clauses

Confidentiality and Access. (a) Royal Seal Holding Co., Limited (“RSHCL”) hereby acknowledges and agrees that the Company and the Board may (a) withhold from the Preferred C Director (as defined in the Charter) all or any portion of any notices, minutes, meeting materials consents, and other materials that are sent to the other members of the Board and/or any committee thereof, (b) exclude the Preferred C Director from all or any portion of any meeting of the Board or any committee thereof, (c) redact or remove from the information or materials to be delivered to RSHCL pursuant to Section 3.1 and (d) limit the visitation rights of RSHCL described in Section 3.3 in each case, to the extent that the Board (excluding the Preferred C Director) makes a good faith reasonable determination that such withholding or exclusion is (x) necessary or prudent in order to preserve the attorney-client privilege, (y) necessary or prudent in order to protect the confidential information or trade secrets of the Company, and/or (z) necessary or prudent in order to prevent any actual or potential conflict of interest involving the Preferred C Director from arising or to prevent any actual or potential claim that failure to so withhold and/or exclude gave rise to an actual or potential conflict of interest involving the Preferred C Director. In each case, if and to the extent reasonably practicable, the Board will provide RSHCL with advance notice of such withholding, redaction or exclusion (it being understood and acknowledged that failure to provide such notice will not in any way limit the Company’s or the Board’s ability to effect such withholding, redaction or exclusion).
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Confidentiality and Access. 19.3.1.1. Personnel files shall be kept by the Academic Xxxx in a secure location.
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Confidentiality and Access. The official personnel file shall be confidential and shall be available for inspection only to other authorized persons. With the exception of those responsible for maintaining the official personnel file, the district shall keep a log of the names of the persons who have examined the file or who have requested information contained in the file as well as the date such examinations or requests were made. Such log shall be available for examination by the bargaining unit member or his/her representative if authorized in writing by the member.
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Confidentiality and Access. 3.1. I understand that access to the Online Service shall be via the Internet and/or telecommunications networks, and agree that I solely shall be responsible for:-
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Confidentiality and Access. Following the Closing, the Shareholders will, and will cause their respective controlled Affiliates to, hold in strict confidence, and will not use other than in the conduct of the business of Parent or Purchaser or any of their Affiliates (including the Company), all information concerning the businesses and affairs of the Company that is not generally available to the public. Notwithstanding the foregoing, (i) any Shareholder may disclose such information (A) if the same currently is in the public domain or hereafter is in the public domain other than as a result of a breach of this Section 4.4 by such Shareholder or (B) if the same is later acquired by such Shareholder from another source and such Shareholder did not know that such source is under a contractual, legal or fiduciary obligation to another Person to keep such information confidential and (ii) a Shareholder may disclose such of the foregoing information as is required by law (including by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process), or in connection with his or her preparation of Tax Returns or in response to Tax audits or similar proceedings, so long as (x) such Shareholder provides Parent or Purchaser with prompt written notice of any disclosure (unless such information is disclosed solely by virtue of including such information in a Tax Return) so that Parent or Purchaser or the Company may seek a protective order or other appropriate remedy or (y) with respect to any disclosure in connection with his preparation of tax returns or in response to non-public tax audit proceedings, such disclosure is made on a confidential basis. Each Shareholder acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 4.4 and that in addition to any other remedies available to Parent or Purchaser, Parent or Purchaser will be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 4.4 without any requirement that Parent or Purchaser post a bond.
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Confidentiality and Access. 11.1 Contractor shall not disclose to any other person, firm, corporation or entity (other than to KDHE or its designees), or use for its own benefit, except as provided in this contract, any data it receives from KDHE. Contractor shall return any and all data furnished by KDHE promptly at the request of KDHE in whatever form it is maintained by Contractor. On the termination of this contract, Contractor will not use any of such data or any material derived from the data for any purpose and, where so instructed by KDHE will destroy or render it unreadable. In the event Contractor discloses any of KDHE’s proprietary and/or personally identifiable information, KDHE may immediately terminate the contract. The restrictions and obligations contained herein shall continue in perpetuity from the date of this contract unless KDHE releases the Contractor in writing. Upon completion, termination or expiration of the contract, or at the request of KDHE, Contractor shall promptly return all media supplied by KDHE, accompanied by a letter which certifies all private and/or confidential WIC data and software supplied by KDHE have been removed from all Contractor’s equipment, files and backup. Contractor shall identify and request instructions from KDHE for destroying or rendering unreadable all WIC data, software or any material derived from the same, which the Contractor has in its possession.
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Confidentiality and Access. ACN, Chapter, and Presenter acknowledge and agree that the Applied Software and related documentation and information constitute and/or contain valuable trade secrets and other confidential and proprietary information owned by APPLIED or its licensors, and that unauthorized use or disclosure of the Applied Software or related information is prohibited and may be illegal. ACN, Chapter, and Presenter further acknowledge and agree that this Agreement does not authorize any party to use or disclose the Applied Software or related information other than as prescribed in this Agreement without the prior written consent of APPLIED. No party shall not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear in or on any Applied Software or related information nor allow another to do so. ACN, Chapter, and Presenter will treat the Applied Software and related information in the same manner each treats its own confidential and proprietary information, but not less than is necessary under the circumstances to maintain the confidentiality of the Applied Software and related information. ACN, Chapter, and Presenter shall disclose the Applied Software or related information only to those of their Employees with a need to know and who are contractually obligated under terms no less restrictive than those in this Agreement to keep the Applied Software and related confidential, and not to use the Applied Software and related information through any unauthorized means or for any unauthorized purpose. ACN, Chapter, and Presenter shall be strictly liable for any violation of the confidentiality obligations in this Agreement by their respective Employees. This Section shall survive termination or cancellation of this Agreement.
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Related to Confidentiality and Access

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a mutual nondisclosure agreement, dated as of March 5, 2000 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms; provided, that nothing in this Agreement or the Confidentiality Agreement will restrict communications with parties to the Related Agreements.

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

  • 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 and Press Releases (a) Unless required by law, rule or regulation, neither Purchaser nor Seller shall disclose the terms and conditions of this Agreement and the transactions contemplated hereby to any person or entity without the express written consent of the other party prior to the Closing; provided, however, that either party may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, attorneys, accountants, investors, potential investors, lenders, potential lenders (and to the respective advisors, consultants, attorneys and accountants of their investors, potential investors, lenders, and potential lenders) (collectively, the “Transaction Parties”),without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof, and (b) if disclosure is required by law, regulation or legal process, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which it is legally required to disclose. The foregoing confidentiality obligations shall not apply to the extent such information is or becomes a matter of public record. In addition, prior to the Closing Date, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval may be withheld in its sole and absolute discretion.

  • CONFIDENTIALITY AND LOYALTY The Executive acknowledges that heretofore or hereafter during the course of his employment he has produced and received, and may hereafter produce, receive and otherwise have access to various materials, records, data, trade secrets and information not generally available to the public (collectively, "Confidential Information") regarding the Employer and its subsidiaries and affiliates. Accordingly, during and subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by law or by any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents, computer diskettes, computer programs and other computer-generated material, as well as all other materials or copies thereof relating to the Employer's business, which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the Employer's premises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the Employer's reasonable policies, as in effect from time to time, respecting confidentiality and the avoidance of interests conflicting with those of the Employer.

  • Confidentiality; Sharing Information Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

  • Confidentiality and Creative Work Section 1. Non-disclosure. The Members, Managers and officers of the Company covenant and agree not to reveal to any Person any Confidential Information of any nature concerning the Company, Bank, FSFG or their Affiliates, including their business, or anything connected therewith. The Limited Members recognize that FSFG is a publicly listed company on a national securities exchange and therefore, any discussions regarding the business operations and potential sale of the Company is Confidential Information and shall be handled in accordance with policies and procedures of the Bank and FSFG.

  • 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 Non-Disclosure The Executive hereby agrees at all times during the term of the Employment and after his termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.

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