CONFIDENTIALITY AND DISCLOSURES. 15.1 Use and disclosure of Confidential Information
(a) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this document; or
(b) disclose any of the Confidential Information except in accordance with clauses 15.2 or 15.3.
CONFIDENTIALITY AND DISCLOSURES.
15.1 Use and disclosure of Confidential Information A party (receiving party) which acquires Confidential Information of another party (disclosing party) must not:
(a) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this document; or
(b) disclose any of the Confidential Information except in accordance with clauses 15.2 or 15.3.
CONFIDENTIALITY AND DISCLOSURES. 10.1 Save as required by law or the Stock Exchange, the SFC, the Takeovers Code or any applicable regulations of any regulatory authority, each of the Vendor and the Vendor Guarantor shall keep secret the possibility, terms and condition of the Offer until the relevant announcement regarding the same has been published by the Purchaser.
10.2 Each of the Vendor and the Vendor Guarantor understands and agrees that, in accordance with the Takeovers Code, particulars of this Agreement and the dealings of the Vendor and the Vendor Guarantor, persons acting in concert with them for the purposes of the Takeovers Code and each of their respective Associates (as defined in the Takeovers Code) in any shares in the capital of the Company (including subscription rights and derivatives) in the past six months will be contained in the Offer Document and that this Agreement will be available for inspection during the offer period (as defined in the Takeovers Code) and each of the Vendor and the Vendor Guarantor undertakes to make available to the Purchaser promptly upon request a written memorandum identifying all such dealings.
10.3 Each of the Vendor and the Vendor Guarantor undertakes to use its reasonable endeavours to ensure that the Company shall provide drafts of any and all announcements and other documents proposed to be made, released or despatched by or on behalf of the Company or the Vendor and/or the Vendor Guarantor in connection with the Offer and to incorporate the reasonable comments of the Purchaser in those announcements and other documents, but without prejudice to the obligations of the Company or the Vendor and/or the Vendor Guarantor (as the case may be) under any law, the Listing Rules or the Takeovers Code.
CONFIDENTIALITY AND DISCLOSURES. 20
15.4 Receiving party's return or destruction of documents 22
15.5 Security and control 22 15.6 Media releases 22
CONFIDENTIALITY AND DISCLOSURES. Employee recognizes and acknowledges that he will have access to certain confidential information deemed proprietary to the Company, including, but not limited to, the Company's customer lists, ideas, processes, inventions, devices and other confidential information, and that such information constitutes valuable, special and unique property of the Company. Notwithstanding the provisions contained in Paragraph 2 above, Employee shall not, during or for two (2) years after the term of his/her employment, disclose any of such confidential information to any person or firm, corporation, association or other entity for any reason or purpose whatsoever, unless it is communicated within the scope and course of Employee's employment and normal communication authorized by the Company.
CONFIDENTIALITY AND DISCLOSURES. 10 11.1 Use and disclosure of Confidential Information 10 11.2 Disclosures to personnel and advisers 10
11.3 Disclosures required by law 11
11.4 Receiving party's return or destruction of documents 11
11.5 Security and control 12 11.6 Media releases 12 11.7 Privacy 12 12. NOTICES 12 13. GENERAL 12 13.1 Governing law 12 13.2 Access to information 13 13.3 Liability for expenses 13 13.4 Relationship of parties 13 13.5 Giving effect to this document 13 13.6 Time for doing acts 13 13.7 Severance 14 13.8 Preservation of existing rights 14 13.9 No merger 14 13.10 Waiver of rights 14 13.11 Operation of this document 14 13.12 Operation of indemnities 15 13.13 Inconsistency with other documents 15 13.14 No xxxxxx 15 13.15 Electronic execution 15 13.16 Joint and several liability 15 1 Agreement Details 16 2 Requirements under the Act and Regulation (clause 2) 17 3 Public Benefits (clause 5) 20
(1) The Council of the City of Sydney ABN 22 636 550 790 of Town Hall House, 000 Xxxx Xxxxxx, XXXXXX XXX 0000 (the City); and
(2) The parties set out in Item 1 of Schedule 1 (the Developer).
CONFIDENTIALITY AND DISCLOSURES. Use and disclosure of Confidential Information
CONFIDENTIALITY AND DISCLOSURES.
15.1 Use and disclosure of Confidential Information A party (receiving party) which acquires Confidential Information of another party (disclosing party) must not:
(a) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this document; or
(b) disclose any of the Confidential Information except in accordance with clauses 15.2 or 15.3.
15.2 Disclosures to personnel and advisers
(a) The receiving party may disclose Confidential Information to an officer, employee, agent, contractor, or legal, financial or other professional adviser if:
(i) the disclosure is necessary to enable the receiving party to perform its obligations or to exercise its rights under this document; and
(ii) prior to disclosure, the receiving party informs the person of the receiving party's obligations in relation to the Confidential Information under this document and obtains an undertaking from the person to comply with those obligations.
(b) The receiving party:
(i) must ensure that any person to whom Confidential Information is disclosed under clause 15.2(a) keeps the Confidential Information confidential and does not use it for any purpose other than as permitted under clause 15.2(a); and
(ii) is liable for the actions of any officer, employee, agent, contractor or legal, financial or other professional adviser that causes a breach of the obligations set out in clause 15.2(b)(i).
15.3 Disclosures required by law
(a) Subject to clause 15.3(b), the receiving party may disclose Confidential Information that the receiving party is required to disclose:
(i) by law or by order of any court or tribunal of competent jurisdiction; or
(ii) by any Government Agency, stock exchange or other regulatory body.
(b) If the receiving party is required to make a disclosure under clause 15.3(a), the receiving party must:
(i) to the extent possible, notify the disclosing party immediately it anticipates that it may be required to disclose any of the Confidential Information;
(ii) consult with and follow any reasonable directions from the disclosing party to minimise disclosure; and
(iii) if disclosure cannot be avoided:
(A) only disclose Confidential Information to the extent necessary to comply; and
(B) use reasonable efforts to ensure that any Confidential Information disclosed is kept confidential.
15.4 Receiving party's return or destruction of documents On termination of this document the receiving party must immedi...
CONFIDENTIALITY AND DISCLOSURES. 13.01 The parties acknowledge that both of them may from time to time disclose to the other (respectively referred to as the "Discloser" and the "Recipient", as the case may be) information that is confidential and proprietary, or both, to the Discloser. Such information may be disclosed orally, graphically, by way of sample or specimen or otherwise printed or recorded by any means. Accordingly, all information disclosed pursuant to this Agreement including, without limitation, all information pertaining to the Licensed Patents and Licensed Technology, shall be deemed to be confidential information (hereinafter referred to as "Confidential Information") unless the Discloser expressly indicates that it is not confidential or it falls into one of the following categories.:
(a) it is required to be disclosed by reason of judicial action after all reasonable legal remedies to maintain the confidentiality of such information have been exhausted; or
(b) it is or becomes part of the public domain through no fault of the Recipient; or
(c) it is known to the Recipient, or its permitted sublicensees prior to disclosure by the Discloser; or
(d) it is subsequently legally obtained by the Recipient or its sublicensees from a third party under circumstances which do not constitute a breach of this Article XIII; or
(e) it is independently developed by the Recipient outside of this Agreement and without in any way breaching this Agreement; or
(f) it is approved for public release by the Discloser.
13.02 Each of the parties shall use its reasonable best efforts to preserve the secrecy of Confidential Information and shall only disclose it to:
(a) employees, or employees of permitted sublicensees who are required to know the same for performance of their duties and who have entered into appropriate confidentiality agreements; and
(b) such Government officials as are required for the purpose of obtaining all necessary regulatory approvals for the purpose of commercializing any Product or for the filing of any patent in any jurisdiction, provided that the parties shall avail themselves of all available provisions for ensuring that such disclosures do not become public. Neither the Licensor nor the Licensee shall submit any manuscript, abstract, or like document for written or oral publication if it includes data or other information generated and provided by the other party without first obtaining the prior written consent of the other, which consent shall not be unreasonably...
CONFIDENTIALITY AND DISCLOSURES. 73 ------------------------------- 19.1 Non Disclosure of Data.................................... 73 ---------------------- 19.2 Public Announcements...................................... 73 --------------------
