Confidentiality and Confidential Information. 14.1 Both Parties hereby agree that no Party hereto shall, without the prior written approval of the other Party, disclose the other Party's Confidential Information or any information, material or data which may be deemed to be confidential by both Parties from time to time and agree that the Confidential Information disclosed shall be used strictly only for the purposes of these Main Terms and Conditions.
14.2 A Party shall not be deemed to have been in breach of Clause 14.1 in circumstances where it is legally compelled to disclose such Confidential Information.
14.3 Both Parties hereby agree to take all reasonable steps necessary to ensure that its employees, agents, officers, directors and sub-contractors engaged for the purposes of these Main Terms and Conditions do not make public or disclose the other Party's Confidential Information.
14.4 Either Party may from time to time require the other Party to arrange for its employees, agents, officers, directors and sub-contractors engaged for the performance and purposes of these Main Terms and Conditions to execute a suitable confidentiality or non-disclosure agreement and the other Party shall arrange for the execution of such agreements by the respective persons within the timeframe reasonable specified.
14.5 Either Party shall on demand return to the other Party any documents supplied to it by the other Party in connection with or for the purposes of performance of these Main Terms and Conditions.
14.6 Notwithstanding any provision of this clause, either Party may disclose the terms of these Main Terms and Conditions, but not Confidential Information of a technical nature, to its related companies, solicitors, auditors, insurers and accountants.
14.7 Both Parties agree that the protection accorded to the Confidential Information does not and shall not extend to any information, material or data which can be proved by documentary evidence or other evidence produced by the receiving party upon the written request of the disclosing party which :-
a. is already known to the receiving party or is in its possession before the disclosure herein free of any obligation to keep such information confidential; or
b. is or becomes publicly known through no wrongful act or default of the receiving party; or
c. is received from a third party without similar obligations of confidence and without breach of these Main Terms and Conditions; or
d. is already possessed or independently developed by the receiving party; or...
Confidentiality and Confidential Information. I acknowledge that during the course of my employment, I will obtain, receive or gain access to certain valuable, proprietary or confidential information of the Company, its vendors, suppliers, customers, and its/their affiliates and/or subsidiaries, that is not otherwise generally known to the public, relating or pertaining to the Company's business, projects, products, customers, suppliers, inventions or trade secrets, including but not limited to: business and financial information; Company techniques, operations and methods of conducting business; computer programs, software and code, flowcharts, architecture, data structures, and data reporting methodologies; unpublished know how, whether patented or unpatented; customer names, addresses, buying habits, needs and the methods of fulfilling those needs; supplier names, addresses and pricing policies; information regarding the skills, ability and compensation of other employees; and Company pricing policies, profit margins, marketing strategies and research projects or developments relating to any aspect of the present or actual anticipated business of the Company (hereinafter collectively the “Confidential Information”). I further acknowledge that such Confidential Information may be in oral, written or electronic form and need not be marked or identified as “confidential.” I promise and agree that during my employment with the Company and at all times thereafter, I shall hold in strictest confidence and shall not publish, disclose or communicate any Confidential Information to any person or entity, except as required in connection with my work for the Company, and I shall not use or acquire for my own purposes or the purposes of any others, including any future employers or companies, any Confidential Information of the Company without the prior written approval of a duly authorized officer of the Company.
Confidentiality and Confidential Information. (a) Executive represents that he has held, and Executive agrees that he will at all times hold, in the strictest confidence and has not and will not make any unauthorized disclosure, directly or indirectly, of any Confidential Information, or confidential information regarding third parties, or make any use thereof, directly or indirectly, except in working for the Company. Executive assigns to the Company any rights he may have or have acquired in such Confidential Information and recognizes that all such information shall be the sole property of the Company and its successors or assigns.
Confidentiality and Confidential Information i. Member and Facility agree and acknowledge that the Facility is a shared‐use facility. The Parties further acknowledge and agree that the Member’s operation may involve the use of proprietary information that is owned and used exclusively by the Member and shall remain confidential for the protection of Member’s business (“Confidential Information”). Member acknowledges and agrees that other members may also have Confidential Information that applies to their own business. Member shall respect other Members and make reasonable efforts not to share or make easily available any information learned from other members that can be considered Confidential. Any spying, recording, photographing, or deliberate intrusion into others’ Confidential Information is grounds for terminating this Agreement. Member and Facility acknowledge and agree that Member’s Confidential Information may be disclosed to Facility for the sole purpose of providing product authorization, training, marketing/advertising or business services to Member. Member shall take care to inform Xxxxxxxx in writing whenever Member is disclosing Confidential Information to Facility. Facility shall make all reasonable efforts to prevent disclosure of Member’s Confidential Information to any third party.
ii. Confidential Information does not include information that is already known to Facility, to the public, or to any third party beyond Member’s control, or obtained by Member from an independent source or otherwise developed independently from the Member. This agreement does not cover any disclosure required by applicable law or regulation.
iii. The obligations of this Section 10 shall survive this Agreement.
Confidentiality and Confidential Information. “Confidential Information” means any information (whether in written, electronic or any other form) in respect of the business and affairs of the Company and its clients, products, research and development projects, customers and suppliers that is not in the public domain including, without limitation, any document, record, computer file, customer or client information, product or service information, sales or financial information, project, contract, deal, discovery, invention, drawing, design, strategy, plan, data, report, process, proposal, budget, idea, formula, concept or know how. Confidential Information includes, but is not limited to:
Confidentiality and Confidential Information. (a) The terms of the Confidentiality Agreement are hereby incorporated in this Agreement as though fully set forth herein and shall apply to any information provided by Seller or Purchaser pursuant to this Agreement. As used in this Section 9.06, the term “Confidential Information” shall have the meaning assigned to that term in the Confidentiality Agreement. Upon the Closing, the Confidentiality Agreement shall expire and be of no further force and effect with respect to all Confidential Information related to the Product, the Acquired Assets or the Assumed Liabilities; provided, however, such expiration shall in no such way prejudice or adversely affect Seller’s or Purchaser’s ability to seek damages, or any other remedy available to Seller or Purchaser, as appropriate, with respect to a violation by such Party (or its Affiliates or representatives) of the Confidentiality Agreement prior to or after the Closing Date. Upon and after the Closing Date, the Confidentiality Agreement shall remain in full force and effect pursuant to its terms with respect to all other Confidential Information that does not relate to the Product, the Acquired Assets or the Assumed Liabilities.
Confidentiality and Confidential Information. BCHD maintains confidential information of our clients, business operations, employees and overall dealings of the District. BCHD is legally and morally obligated to ensure the protection of such confidential information. Confidential information includes, but is not limited to, such things as client lists, client names, personnel files, financial and marketing data, compensation data, addresses, phone numbers, medical history data and trade secrets. As a volunteer, you may need to access this information. I agree not to share such information with individuals outside of the District and will disclose such information with other volunteers and employees only when there is a need for such persons to have access to confidential information.
Confidentiality and Confidential Information a. You agree that you shall keep confidential and shall not disclose to any person (other than to your immediate family, attorney, financial advisor and accountant, each of whom shall be directed by you not to disclose such information), any and all information concerning the existence or terms of this Agreement, except in the circumstance of providing information in response to a subpoena or order issued by a court or a government agency, or as otherwise required by law.
b. You acknowledge that during your employment, you have acquired proprietary, private and/or otherwise confidential information (“Confidential Information,” as defined and described in this sub-paragraph). Confidential Information shall mean all non-public information, whether or not created or maintained in written or electronic form that constitutes, relates or refers to the Company, any current or former employee of the Company, and any aspect of the operation of the business of the Company, including without limitation, all financial, operational and statistical information. All of the foregoing are illustrative and Confidential Information shall not be limited to those illustrations. You agree not to disclose Confidential Information in any form to a third party and shall give immediate notice to the Company if compelled by law to reveal any Confidential Information to any third party.
c. You represent and agree that, on or before your Separation Date, you will return to the Company and not retain any copies of documents, records or materials of any kind, whether written or electronically created or stored, which contain, relate to or refer to any Confidential Information.
Confidentiality and Confidential Information. “Confidential Information” means any information (whether in written, electronic or any other form) in respect of the business and affairs of the Company and its clients, products, research and development projects, customers and suppliers that is not in the public domain including, without limitation, any document, record, computer file, customer or client information, product or service information, sales or financial information, project, contract, deal, discovery, invention, drawing, design, strategy, plan, data, report, process, proposal, budget, idea, formula, concept or know how. Confidential Information includes, but is not limited to: i. trade secrets, financial information, designs, formulae, patterns, know-how, devices, inventions, secret or unpatented inventions, research, development, processes, techniques, machines, the identity and requirements of customers, the identity of suppliers and vendors, information received by the Company from third parties under obligation of confidentiality, strategic or financial plans, product pipeline information, financial data, sales and marketing plans and information, and compilations of information, records, and specifications used by the Company; ii. information about the identity, contact details or requirements of the Company’s clients, prospective clients, suppliers or prospective suppliers; iii. information belonging to, or concerning clients of the Company; iv. any agreements, arrangements or terms of trade with a client, prospective client, supplier or prospective supplier; v. the Company’s contractual, technical and production information; and vi. the Company’s marketing plans, and marketing and sales techniques. Confidential Information does not lose its confidential status merely because it was known by a limited number of persons or entities or because it did not originate entirely with the Company. Confidential information also extends to the contents of this Agreement, including the Employee’s remuneration details. Unless the Employee is authorised to do so by law, the Employee is not to divulge any information the Employee obtains as a consequence of and in the course of the Employee’s employment to any other third party, including to the media or the public generally, except and unless it is of a general nature and of general knowledge and the Employee does so as a consequence of the performance of the Employee’s responsibilities. All knowledge and/or information, written or otherwise, rela...
Confidentiality and Confidential Information. If the transactions contemplated by this Agreement are not consummated for any reason, the Buyer shall not disclose to third parties any information designated as confidential and received from the Sellers or their agents in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement; provided, however, that no information shall be deemed to be confidential that (i) becomes publicly known or available other than through disclosure by the Buyer; (ii) is rightfully received by the Buyer from a third party; or (iii) is independently developed by the Buyer. Upon Sellers' request, all originals of material provided by the Sellers to the Buyer or their agents shall be returned to the Sellers and all copies thereof destroyed.
