Confidentiality and Compliance Sample Clauses

Confidentiality and Compliance. 9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 9.2 Subject to 9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. 9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 9.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Gather's Confidential Information. 9.6 Gather acknowledges that Customer Data is the Confidential Information of the Customer. 9.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 9.8 Any clause intended to survive this agreement, including the above provisions of this 9 shall survive termination of this ...
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Confidentiality and Compliance. CRO will ensure that every CRO Agent approved in accordance with article 5.1 will (i) execute a confidentiality agreement containing the same provisions set forth in the Article IV and (ii) adhere to the terms and conditions of this Agreement. CRO will provide a copy of all such agreements to Entropin in accordance with Article XIII hereof following their execution.
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Confidentiality and Compliance. Employee agrees that during the course of his employment, Employee was allowed access to Confidential Information. Confidential Information means all data and information relating to the business and management of Employer, including proprietary and trade secret technology and accounting records to which access was obtained by Employee, including work product, production processes, other proprietary data, business operation, marketing and development operations, and customer information or lists. Confidential Information would also include any information which has been disclosed by any third party to Employee and governed by a non-disclosure agreement entered into between the third party and Employer. Work Product means work product resulting from or related to work or projects performed or to be performed for Employer or for customers of Employer, of any type or form in any stage of actual or anticipated research and development. Production Processes means processes used in the creation, production and manufacturing of the Work Product, including but not limited to, methods, techniques, specifications, processes, procedures, programs and designs. Other Proprietary Data means information relating to Employer’s proprietary rights, including but not limited to, the nature of the proprietary rights, production data, technical data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copy rights and trade secrets). Business Operations means all internal personnel and financial information, vendor names, and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, sales data, employee information, internal services and operational manuals, and the manner and methods of conducting employer’s business. Marketing and Development Operations means marketing and development plans, price and costs data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of employer which had been discussed. Customers means contracts with customers and their contents, data provided by customers and the type, quantity and specifications of products a...
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Confidentiality and Compliance. Provider will take appropriate precautions to keep your health information confidential and to not disclose it without your consent. You are also protected under the provisions of the federal Health Insurance Portability and Accountability Act (HIPAA) and any other applicable federal and state laws related to protection of patient information, including but not limited to Public Health Law § 18. There are certain exceptions to when your confidential information would not be protected—for instance, if Provider believes that you will harm yourself or another person or are neglecting or abusing a child or a vulnerable adult.
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Confidentiality and Compliance. The Finder agrees that it will at all times, whilst providing Services to act in a professional and businesslike manner; treat its engagement with DxXxxx and any information it receives regarding DxXxxx, its business and clients as confidential and agrees to only provide prospective Investors with information regarding DxXxxx and DxXxxx’ relationship with the Finder on receiving specific permission from DxXxxx to provide such information. Additionally, the Finder agrees at all times to abide by all applicable securities laws governing the Finder’s actions including but not limited to those applicable in the United States of America. The parties agree that any violation of this paragraph will result at the option of DxXxxx in the immediate termination of this Agreement with no further obligations by either party to the other hereunder.
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Confidentiality and Compliance. The information that you will provide in the Claim Form will be kept confidential. You may be contacted by the Claims Administrator after having submitted your Claim Form. Failure to provide all the information and documents required in support of the Claim Form may invalidate it and deprive you of Settlement Benefits. The Claim Form requires a sworn statement on your behalf before a witness (at least 18 years of age), attesting the truth and accuracy of the information provided therein. If you are a Settlement Class member and submitted a valid Claim Form with the supporting documentation, you will be entitled to receive Settlement Benefits as per the terms of the NSA and your individual circumstances. There will be no further notice in relation to the settlement of the Class Action.
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Confidentiality and Compliance. WCCS will ensure that every WCCS Agent approved in accordance with Article 5.2 will (i) execute a confidentiality agreement containing the same provisions set forth in the Appendix H; and (ii) adhere to the terms and conditions of this Agreement. WCCS will provide a copy of all such agreements to Entropin in accordance with Article XIII hereof following their execution.
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Confidentiality and Compliance 
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Related to Confidentiality and Compliance

  • Confidentiality and Privacy The Training Provider must not, without the prior written approval of the Department, disclose (or permit the disclosure of) information regarding this VET Funding Contract (including details of the Funds being provided by the Department in respect of any individual) or any Confidential Information of the Department or the State, except: to the extent required under this VET Funding Contract; to the extent required by Law; to its solicitors, barristers and/or other professional advisors in order to obtain advice in relation to its rights under this VET Funding Contract, the Training Services or the Funds and provided such advisors are under a duty of confidentiality; to the extent necessary for the registration or recording of documents where required; and/or to the extent required in connection with legal proceedings, and then only to the extent strictly necessary for that purpose. The Training Provider acknowledges and agrees that: the Department may disclose or otherwise make available (whether to the public generally or to any particular person or group of persons) any and all information relating to the Training Provider and this VET Funding Contract (including Confidential Information of the Training Provider), including: course and qualification details; government subsidised fee information; details of the Funds paid; the contents of any surveys in which the Training Provider participates pursuant to Clause 4.5(j)(ii) or any employer surveys; any information that the Training Provider is required to publish on its website or otherwise make publicly available under this VET Funding Contract; details of any non-compliance by the Training Provider with this VET Funding Contract; any action taken by the Department under this VET Funding Contract; and findings and outcomes of any audits or reviews undertaken pursuant to this VET Funding Contract, as it considers reasonably appropriate to facilitate the proper operation of the Skills First Program, including as contemplated by Clause 12.3 of Schedule 1; the Department may disclose information referred to in paragraph (a), and any information regarding any suspected non-compliance by the Training Provider with this VET Funding Contract, for the purpose of satisfying its obligations under: the Freedom of Information Act 1982 (Vic); the Ombudsman Act 1973 (Vic); or the Audit Act 1994 (Vic); or the requirements of Parliamentary accountability or a Minister's obligations to fulfil their duties of office; and the Department may disclose information referred to in paragraph (a) or paragraph (b) to the counterparty to any Other VET Funding Arrangement, any regulator who has responsibility for issuing or monitoring compliance with the applicable registration referred to in Clause 4.1(a), or other government entity in any jurisdiction that has an interest in the regulation and funding of the VET sector. The Training Provider must take all steps and make all efforts to assist the Department in complying with any of the obligations referred to in Clause 13.2(b). The Training Provider acknowledges that it will be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done or practice engaged in by the Training Provider under or in connection with this VET Funding Contract in the same way and to the same extent as the Department would have been bound had it been directly done or engaged in by the Department. The Training Provider must include a standard privacy notice in all enrolment forms, in accordance with the Victorian VET Student Statistical Collection Guidelines, which advises Eligible Individuals how their data may be supplied to and used by the Department and Commonwealth VET Student Loan agencies. The Training Provider must, in collecting any Personal Information for the purposes of this VET Funding Contract, ensure that it has obtained all necessary consents for: the Training Provider to collect, use, hold and disclose that Personal Information, including by disclosing it to the Department as contemplated by this VET Funding Contract (including by way of the submission of reports under Clause 12 of Schedule 1, for the purposes of complying with Record disclosure obligations under Clause 10 and in the course of any audit, review or investigation under Clause 11); and the Department to collect, use, hold and disclose that Personal Information for the purposes of this VET Funding Contract and its operation and management of the Skills First Program, in accordance with all applicable Laws, including the PDP Act, the Health Records Act and (if applicable to the Training Provider) the Privacy Act 1988 (Cth). The Training Provider must cooperate with, and provide any assistance requested by, the Department in relation to: resolving any complaint made to the Department alleging a breach of the PDP Act or the Health Records Act in relation to any Personal Information collected, used, held or disclosed by the Department that was provided to it by the Training Provider in connection with this VET Funding Contract; and providing access to or amendment of any record of Personal Information collected, used, held or disclosed in connection with this VET Funding Contract following a request from an individual made to the Department.

  • Confidentiality and Data Protection We are a data controller for the information you provide to us including individual, identification and financial details, policy history and special category data (such as medical or criminal history). Details of our legal basis for processing your information, along with details of any third party recipient whom it may be necessary to share your personal data with in order to fulfil the contract, retention period for data held, security of your data, your rights under the UK General Data Protection Regulations (UK GDPR) including the right to complain can be found in our full ‘Privacy Notice’ attached to these terms of business and/or on our website at xxx.xxxxxxxxxxxxxxxx.xx.xx.

  • 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.

  • Confidentiality and Proprietary Information 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.

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