Confidentiality and Conflicts Sample Clauses

Confidentiality and Conflicts. The rules of professional conduct under which we practice impose requirements upon us regarding conflict between the duties we owe to different clients in relation to the same or related matters and regarding preservation of our clients' confidences. We shall take reasonable steps to preserve your confidences, both during an engagement and after its completion, and it is agreed that we may use internal information barriers for this purpose. It is also agreed that you will not expect us to divulge to you any other client’s confidential information which we may hold. If, while representing you, we learn that your interests are adverse to those of another Jurit client or potential client, we may (in accordance with our professional rules) approach you to seek your agreement to our continuing to act on terms satisfactory to all concerned. In some circumstances, however, our professional rules may require that we cease to act. Our confidentiality obligations are subject to certain exceptions, such as legislation on money laundering and terrorist financing, which has placed solicitors under a legal duty in certain circumstances to disclose information to the National Crime Agency. The duty includes where a solicitor knows or suspects that a client transaction involves money laundering. Under the legislation, we may not be able to inform you that a disclosure has been made or of the reasons for it. We reserve the right to use external agencies for photocopying, printing, translation and typing services, subject to appropriate safeguards to maintain confidentiality. There may be occasions when it is desirable to outsource other activities, but we will advise you before doing so.
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Confidentiality and Conflicts. 7.1 Neither the Credit Parties nor you may, without the prior written consent of the other parties to this letter, disclose the Commitment Documents or any of their terms in whole or in part to any person, other than: (a) to: (i) the Credit Parties, the Investors and you; (ii) any of your direct or indirect shareholders and to any actual or potential direct or indirect investor in the Company; (iii) the Target’s board and special committee of the Target (the Special Committee) in respect of the Merger, their advisors, and any Target employee authorised by the Target’s board or the Special Committee; (iv) any potential Additional Arranger and any potential Additional Underwriter; and (v) any affiliate (including a head office, branch and representative office), representative, officer, employee, insurer, insurance brokers, service providers professional adviser and/or auditor of any of the foregoing, in each case on a confidential basis in connection with the Merger and the Facilities; (b) as required by law or regulation government, quasi-government, administrative, regulatory or supervisory body or authority, court or tribunal (including disclosure requirements under applicable stock exchange, listing or takeover regulations) or if required in connection with any legal, administrative or arbitration proceedings or other investigations, proceedings or disputes arising out of or in connection with the Commitment Documents or the Facilities; and (c) in the case of this letter and the Term Sheet only, to the Target, any Sponsor and any shareholder who is considering a sale of shares in the Target to the Sponsors, and any Affiliates and advisers of the foregoing in connection with the Merger provided that the Credit Parties shall not have any responsibility or liability under the Commitment Documents to any person other than you or any person and you may assign or transfer your rights and obligations under the Commitment Documents to in accordance with paragraph 10.4. 7.2 No Credit Party or its affiliate (each an Arranger Group) shall use confidential information obtained from you, the Target Group, the Sponsors or any of your affiliates or advisers in relation to the Commitment Documents, the Transaction or the Facilities in connection with the performance of services for any other persons and will not furnish such information to other persons except as permitted under this paragraph 7 (Confidentiality and Conflicts). No member of an Arranger Group has any ob...
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Confidentiality and Conflicts. 15.1 It is understood that no press releases or other publicity relating to the Transaction will be issued without the prior written agreement of the Company, the Selling Shareholder and BBL, and that no material relating to the Transaction will be distributed without the prior written agreement of the Company, the Selling Shareholder and BBL, except as may be required by law, the rules of respectively the Nasdaq Small Cap Market and Easdaq or as ordered by a competent authority or court of law. Except for disclosures permitted by the previous sentence, the Company, the Selling Shareholder and BBL agree to keep the Transaction strictly confidential and not to make any announcement of the Transaction until the launch of the pre-marketing campaign with targeted institutional investors. 15.2 BBL recognizes that information received by it during the course of its engagement is of a confidential nature and unless otherwise agreed by the Company and the Selling Shareholder neither BBL nor the Managers shall use such confidential information for any purpose other than the Transaction or disclose any such information to any third party, provided always that the Managers may be bound by law to disclose such confidential information to the competent Market Authorities or regulatory agencies. The Managers shall be allowed to disclose such confidential information if needed for the purpose of defending any claim or action against it in respect to the Transaction. The Managers will promptly notify in advance the Company and the Selling Shareholder of any such disclosure of information or production of documents. The Managers will, where reasonably practicable, seek to impose a confidentiality requirement on the recipient in any case where the information is not subject to statutory restrictions on disclosure.
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Confidentiality and Conflicts. The Parties agree that Contractor will, in the course of its duties hereunder, receive information concerning the Town, its employees, elected and appointed officials, property, equipment and functions. Contractor agrees to hold all such information confidential and to not disclose the same other than to the extent required to perform its duties, or upon a proper request from an authorized Town official, or pursuant to a proper request under the Colorado Open Records Act, C.R.S. § 00-00-000, et. seq., to which the authorized Town official has confirmed it is appropriate for Contractor to respond or pursuant to a lawful court order. The requirements of this Section shall survive the termination of this Agreement. Prior to the execution of, and during the performance of this Agreement, the Contractor agrees to notify the Town of any conflicts that impact the services to the Town.
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Confidentiality and Conflicts. In the absence of a direct legal conflict of interest, the Client acknowledges that Service Provider will be free to represent any other client either generally or in any matter in which the Client may have an interest. Service Provider does not view this advance consent to permit unauthorized disclosure or use of any client confidences. Service Provider shall be obligated to and shall preserve the confidentiality of any confidential information the Client provides to Service Provider. In this connection, Service Provider may obtain nonpublic information about the Client in the course of Service Provider’s engagement. Notwithstanding the above, Service Provider shall provide access to such information to Service Provider’s personnel and Ancillary Service Providers in connection with the Services, and Service Provider’s representation and, as appropriate, other third parties assisting in the engagement, including Xxxxx X. Xxxxxxx, an attorney licensed to practice law in the State of Texas.
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Confidentiality and Conflicts. 6.1 Except as hereinafter specifically provided, all information disclosed by Company to Contractor pursuant to this Agreement shall be in confidence. Contractor shall not use such information, except as needed to perform his/her obligations under this Agreement, and shall take all reasonable precautions to prevent such information from being disclosed to third parties. All materials containing such information shall be returned to Company upon termination of this Agreement. 6.2 The following information shall not be considered confidential: (a) Information which was known by Contractor as of the date of this Agreement; (b) Information which is publicly known as of the date of this Agreement; (c) Information which hereafter becomes publicly known, unless as a result of the fault of Contractor; and (d) Information which Company agrees in writing is not confidential. 6.3 In addition, all information and data developed by Contractor as a result of performing Services under this Agreement shall be transmitted by Contractor to Company, shall become the property of Company and shall likewise be regarded by Contractor as confidential, subject to the same exceptions as set forth above with respect to information disclosed to Contractor by Company, provided however, that Contractor shall only be required to treat such information and such data as confidential for a period of one year after the termination of this Agreement.
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Confidentiality and Conflicts 
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Related to Confidentiality and Conflicts

  • 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 Nondisclosure (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.

  • Confidentiality and Ownership The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

  • CONFIDENTIALITY AND PRIVACY POLICIES AND LAWS The Contractor shall comply to the extent applicable with all State and Authorized User policies regarding compliance with various confidentiality and privacy laws, rules and regulations, including but not limited to the IRS Publication 1075, Family Educational Rights and Privacy Act (FERPA), the Health Insurance and Portability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH). Contractor shall cooperate in executing a written confidentiality agreement under FERPA and/or a Business Associate Agreement (HIPAA/HITECH) or other contractual provisions upon request by the State or any Authorized User.

  • 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.

  • Privacy and Confidentiality A. Contractors may use or disclose Medi-Cal PII only to perform functions, acitivities or services directly related to the administration of the Medi-Cal program in accordance with Welfare and Institutions Code section 14100.2 and 42 Code of Federal Regulations section 431.300 et.seq, or as required by law. Disclosures which are required by law, such as a court order, or which are made with the explicit written authorization of the Medi-Cal client, are allowable. Any other use or disclosure of Medi-Cal PII requires the express approval in writing of DHCS. Contractor shall not duplicate, disseminate or disclose Medi-Cal PII except as allowed in the Agreement. B. Access to Medi-Cal PII shall be restricted to only contractor personnel who need the Medi-Cal Pii to perform their official duties in connection with the administration of the Medi-Cal program. C. Contractor and/or their personnel who access, disclose or use Medi-Cal PII in a manner or for a purpose not authorized by this Agreement may be subject to civil and criminal sanctions contained in applicable Federal and State statutes.

  • Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

  • Loyalty and Confidentiality (a) During the term of this Agreement Executive: (i) shall devote all his time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided, however, that from time to time, Executive may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Company and the Bank or any of their subsidiaries or affiliates, unfavorably affect the performance of Executive’s duties pursuant to this Agreement, or violate any applicable statute or regulation and (ii) shall not engage in any business or activity contrary to the business affairs or interests of the Company and the Bank. (b) Nothing contained in this Agreement shall prevent or limit Executive’s right to invest in the capital stock or other securities of any business dissimilar from that of the Company and the Bank, or, solely as a passive, minority investor, in any business. (c) Executive agrees to maintain the confidentiality of any and all information concerning the operation or financial status of the Company and the Bank; the names or addresses of any of its borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Company and the Bank to which he may be exposed during the course of his employment. The Executive further agrees that, unless required by law or specifically permitted by the Board in writing, he will not disclose to any person or entity, either during or subsequent to his employment, any of the above-mentioned information which is not generally known to the public, nor shall he employ such information in any way other than for the benefit of the Company and the Bank.

  • Publicity and Confidentiality 12.1 Publicity. Partner will keep confidential and will not disclose, market or advertise to third parties the terms of this Agreement (including the fees paid hereunder). Partner or Red Hat may reference its relationship with the other, in the normal course of business including during earnings calls, discussions with analysts, meetings with the press, customer briefings, general marketing activities and in regulatory filings. Neither Party will issue formal press releases or other similar activities referencing the other Party without the written consent of the other Party.

  • 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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