Confidentiality and Confidential Information. Each party will maintain the confidentiality of the terms of the transactions contemplated by this Agreement except that Buyer and Seller may disclose the terms hereof to their employees with a need to know and to their legal, accounting, financing or other advisors and potential or actual lenders and/or investors (provided such parties agree to maintain the confidentiality of such information). All Confidential Information (as defined below) disclosed by one party (or its employees, officers, agents or advisors) to another party (or its employees, officers, agents or advisors) shall be treated by the receiving party with the same degree of care, but not less than a reasonable degree of care, as the receiving party uses with respect to its own similar information to protect the Confidential Information of the disclosing party and to prevent any (a) use of Confidential Information that is not contemplated by this Agreement, (b) dissemination of Confidential Information to any employee of a receiving party without a need to know, (c) communication of Confidential Information to any third party (other than a receiving party’s legal, accounting, financing or other advisors and its potential or actual lenders and/or investors) or (d) publication of Confidential Information. For purposes of this Agreement, ”Confidential Information” is Trade Secrets; financial information and pricing; technical information, such as research, development, procedures, algorithms, data, designs and know-how; business information, such as strategies, operations, methods, planning, marketing interests and products; the terms of this Agreement or any modification or amendment thereto; and the proprietary or confidential information of any third party who may disclose such information to a receiving party. The receiving party of any Confidential Information will return or destroy (and confirm such destruction to the other party) all such data and information to the respective source promptly upon written request therefor in the event that this Agreement is terminated. This Section imposes no obligation upon a receiving party with respect to Confidential Information that (i) was rightfully and lawfully known to the receiving party, free of any obligation of confidentiality, as demonstrated by information in existence at the time of disclosure; (ii) was independently developed by the receiving party without relying on the disclosing party’s Confidential Infor...
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. (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. “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. From and after the Closing, Seller shall hold, and shall cause its Affiliates to hold, and shall use its reasonable best efforts to cause its or their Representatives to hold, in confidence any and all information, whether written or oral, concerning the Intended Use of the Trapper Surgical Products, the Acquired Assets or the Licensed Intellectual Property, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Purchaser in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
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.
Confidentiality and Confidential Information. The parties shall not use, publish, transfer, sell or otherwise disclose any Confidential Information gained by reason of this Agreement for any purpose that is not directly connected with the performance of the services contemplated there under, except: As provided by law; or, in the case of Personal Information, as provided by law or with the prior written consent of the person or representative of the person who is the subject of the Personal Information. The parties shall protect and maintain all Confidential Information gained by reason of this Agreement against unauthorized use, access, disclosure, modification, or loss. This duty requires the parties to employ measures and policies to be described in section 7, Information System Security and Protection of Personal Information. All Contractors and Subcontractors must:
9.2.1. Ensure the security of Confidential Information.
9.2.2. Use a trusted network.
9.2.3. Ensure that portable devices and portable media containing confidential DSHS information, including but not limited to laptops and flash memory drives, are under the physical control of staff with authorized access to the data, even if the data is encrypted, when transporting data outside of a secure area. This also applies to emails and/or email attachments.
9.2.4. Encrypt all DSHS confidential information when transporting data outside of a secure area.
