Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict.
(b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are advers...
Confidentiality and Access to Information. The Seller shall afford to Buyer and to Buyer’s accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all of the Company’s books and records, and during such period, the Company shall furnish promptly to Buyer all information concerning the Company’s Business, properties and personnel, as Buyer may reasonably request. Buyer agrees that (except as may be required by law) it will not disclose or use any information revealed during this executory period with respect to Seller at any time or in any manner, and will not use such information other than in connection its preparation for Closing of the transactions contemplated by this Agreement. In the event of termination of this Agreement for any reason, Buyer shall promptly return, or cause to be returned, to Seller all nonpublic documents obtained from Seller that it would not otherwise have been entitled to obtain; and shall not, in any manner, utilize any such information for Buyer’s benefit or in any manner harmful to Seller. The provisions of this Section 4.01 shall survive the termination of this Agreement.
Confidentiality and Access to Information. 10.1 The Service Provider shall keep secret and not disclose, and shall procure that its employees keep secret and do not disclose, any information of a confidential nature obtained by it by reason of this Agreement, except information which is in the public domain otherwise than by reason of a breach of this provision. The provisions of this Clause shall apply during the continuance of this Agreement and after its termination howsoever arising.
Confidentiality and Access to Information. 13.1. The Supplier shall keep secret and not disclose and shall procure that his employees keep secret and do not disclose any information of a confidential nature obtained by him by reason of this Contract except information which is in the public domain otherwise than by reason of a breach of this provision.
13.2. All information related to the Contract with the Supplier will be treated as commercial in confidence by the Authority except that:
(a) references may be sought from banks, existing or past clients, or other referees proposed by the Supplier, and
(b) disclosure may be made of such information relating to the outcome of the procurement process as may be required to be published in the Official Journal of the European Communities or elsewhere in accordance with EC Directives or UK Government policy on the disclosure of information regarding government contracts. This disclosure may include the number of tenders received, the identity of the successful tenderer, the winning contract price, the specification of goods or services to be supplied, terms and conditions of contract, quality and performance standards, and subsequent performance against those quality and performance standards.
13.3. The provisions of this Condition 13 shall apply during the continuance of this Contract and after its termination howsoever arising.
Confidentiality and Access to Information. 13.1 The Merchant hereby gives written consent to and authorises, on its behalf and on behalf of each of the Merchant’s customers, officers, partners and/or shareholders (as the case may be), the Bank (and its officers, service providers, Card Network providers (where applicable), and any Bank Entity, and their respective officers) to list, collect, use or disclose any Relevant Information to any person, system or database (whether in Singapore or otherwise) for any of the Relevant Purposes.
Confidentiality and Access to Information. 13.1 The NESPT shall keep secret and not disclose, and shall procure that its employees keep secret and do not disclose, any information of a confidential nature obtained by it by reason of this Accord, except information which is in the public domain otherwise than by reason of a breach of this provision. The provisions of this Clause shall apply during the continuance of this Accord and after its termination howsoever arising.
Confidentiality and Access to Information. 17.1 Except as required by law, each Partner agrees at all times during the continuance of this Agreement and after its termination to keep confidential all documents and papers which it receives or otherwise acquires in connection with this Agreement unless the Executive Directors have agreed that such a document or paper may be placed in the public domain or otherwise disclosed to a third party.
17.2 Any Director named as one of the Executive Directors may request a copy of a document from any other Partner which has been or is being prepared on behalf of the Executive Directors in relation to any of the performance or financial reporting or monitoring arrangements referred to in this Agreement or is being held on behalf of the Executive Directors (“Pooled Fund Information”). Where such a request is made the Partner to whom the request is made shall promptly provide the requesting Director with a copy of such Pooled Fund Information. Subject to Clause 15, should any Director named as one of the Executive Directors receive a request for access to Pooled Fund Information from an officer or member of their own Partner, that Director shall at his discretion and subject to that Partner’s constitution, decide whether the relevant Pooled Fund Information shall be disclosed to the officer or member in question with full consideration given to ensure compliance with Data Protection Laws. Where practicable, the Director who so receives a request shall consult with the other Executive Directors and consider their views in exercising his discretion under this clause. Any Pooled Fund Information shared will be processed to ensure that the minimum amount of personal data is made available and, whenever possible, that any such information is fully anonymised as provided in Clause 17.3.
17.3 Any Partner preparing Pooled Fund Information shall ensure that it does not include the identity of any individual service user or carer (or their families) and any such information must be appropriately anonymised.
Confidentiality and Access to Information. 7.1 The Contractor agrees not at any time during or after the term of this Agreement to divulge or allow to be divulged to any person (save with the written consent of ICO) any information obtained from ICO, its staff, customers or any documents, whether relating to the ICO or otherwise (the “Commissioner’s Information”), nor shall the Contractor make use of any such information except as required for the provision of Services for the purposes of this Agreement.
7.2 For the purposes of this Agreement, the Contractor agrees to be bound by the confidentiality provisions in section 59 of the Data Protection Xxx 0000.
7.3 The ICO, in the performance of his statutory functions, receives, processes and retains substantial quantities of information (both confidential and non-sensitive in nature). The ICO requires parties providing Services to his office to observe appropriate security requirements in their dealings with his office in order that the ICO may maintain best practice in information security.
7.4 The Contractor acknowledges that access to the ICO premises for the purpose of the provision of the Services shall require prior agreement with the ICO and that the Contractor (or its staff) shall be accompanied by a member of the ICO staff on all visits to the ICO’s premises.
7.5 In the event that the Contractor or the Contractor’s staff may be allowed unsupervised access to the ICO’s premises or documentation as a necessary part of the provision of the Services by the Contractor to the ICO, additional security measures will be necessary in order that the ICO may maintain best information security practice and accreditation for the Government Secure Intranet (“GSI”). The Contractor agrees to ensure that the requirements for staff security checks, set out in Schedule 3 to this Agreement, shall be observed in respect of the Contractor’s staff given unsupervised access to the Commissioner’s premises, or confidential information.
7.6 This clause 7 shall survive termination of this Agreement.
Confidentiality and Access to Information. The Freedom of Information Act (5 USC 552) (FOIA) and DOC’s implementing regulations at 15 CFR Part 4 set forth the rules and procedures to make requested material, information, and records publicly available. Unless prohibited by law and to the extent permitted under FOIA, contents of applications submitted by applicants may be released in response to FOIA requests. In the event that an application contains information or data that the applicant deems to be confidential commercial information, that information should be identified, bracketed, and marked by applicants as “Privileged, Confidential, Commercial or Financial Information.” Based on these markings, the confidentiality of the contents of those pages will be protected to the extent permitted by law. Application materials may be considered public documents and may be released to individuals outside the agency pursuant to the Freedom of Information Act. The CRCP reserves the right to share application materials with relevant individuals and organizations as authorized for the purposes of improved coordination and collaboration. However, the Office for Coastal Management will not ordinarily release the names of applicants submitting proposals unless ordered by a court or requested to do so by an appropriate NOAA official and administrative protocol. Applicants can use a NOAA public search feature to find out information about NOAA awards < xxxxx://xxxxxxxxxxxx.xxx.xxxx.xxx/flows/publicSearch/xxxxx.xx > or go through the Freedom of Information Act process to request more information about grant competitions. More information about the NOAA FOI process is online at xxxx://xxx.xxxx.xxx/foia/.
Confidentiality and Access to Information of the Business Combination Agreement) and this Article 5 (to the extent related to any of the provisions that survive the termination of this Agreement and excluding Section 5.10 (solely to the extent that it relates to Section 8.1 (Non Survival) of the Business Combination Agreement)) shall survive the termination of this Agreement and (iii) Section 4.1(a)(viii) (solely to the extent that it relates to Section 5.4(a) (Public Announcements) of the Business Combination Agreement) and Section 5.10 (solely to the extent that it relates to Section 8.1 (Non Survival) of the Business Combination Agreement) shall each survive the termination of this Agreement pursuant to Section 5.1(a). For purposes of this Section 5, (x) “Willful Breach” means a material breach of this Agreement by a Party that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) “Fraud” means an act or omission by a Party, and requires: (a) a false or incorrect representation or warranty expressly set forth in this Agreement, (b) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (c) an intention to deceive another Party, to induce him, her or it to enter into this Agreement, (d) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (e) another Party to suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.
