Confidentiality and Non-Circumvention. (a) Each party acknowledges and agrees that it will have access to or be provided with confidential information of the other party during the term of this Agreement. As used herein, the term "Confidential Information" shall mean any and all proprietary or confidential information of a party, including, without limitation such party's business plan, business presentation or related proprietary and financial information as well as other confidential or proprietary information of such party regarding such party's business, plans, financial results and statements, markets, projected activities, customers and results of operations, requirements and sources, contracts, means, methods and processes of providing services, copyrights, patents, trademarks, trade secrets, and financial information.
Confidentiality and Non-Circumvention. Section 7.1 In consideration of mutual promises, assertions and covenants herein stated, and other good and valuable considerations, the receipt of which is hereby acknowledged, Company agrees on behalf of itself and its agents and assigns, to refrain from soliciting business and/or contracts and/or projects or sites from any Consultant Relationship without the written consent of Consultant, which may be withheld in its sole discretion, for a period of five years after the termination of this Agreement. In addition, Company and its agents and assigns agree to maintain complete confidentiality regarding all Consultant Relationships introduced by Consultant, and will only disclose such business sources only upon written consent of Consultant, which may be withheld in its sole discretion. Company agrees not to circumvent or attempt to circumvent this provision in any manner.
Confidentiality and Non-Circumvention. (a) The Consultant acknowledges and agrees that he has had and will continue to have access to or be provided with confidential information of the Company during the term of this Agreement. As used herein, the term "Confidential Information" shall mean any and all proprietary or confidential information of the Company, including, without limitation, the Company's business plan, business presentation or related proprietary and financial information as well as other confidential or proprietary information of the Company regarding the Company's business, plans, financial results and statements, markets, projected activities, customers and results of operations, requirements and sources, contracts, means, methods and processes of providing services, copyrights, patents, trademarks, trade secrets, and financial information.
Confidentiality and Non-Circumvention. 10.1 Except as otherwise provided in the License and the JOA, each Party agrees that all information disclosed under this Agreement, except information in the public domain or lawfully in possession of a Party prior to the Effective Date, shall be considered confidential and shall not be disclosed to any other person or entity without the prior written consent of the Party which owns such confidential information. This obligation of confidentiality shall remain in force during the term of the License and for a period of five (5) years thereafter. Notwithstanding the foregoing, confidential information other than raw technical data obtained by the parties and pertaining to the license area, may be disclosed without consent and without violating the obligations contained in this Article in the following circumstances:
(1) to an Affiliate provided the Affiliate is bound to the provisions of this Article 9 and the Party disclosing is responsible for the violation of an Affiliate;
(2) to a governmental agency or other entity when required by the License;
(3) to the extent such information is required to be furnished in compliance with the applicable Laws/Regulations, or pursuant to any legal proceedings or because of any order of any court binding upon a Party;
(4) to attorneys engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such attorneys' work for such Party and such attorneys are bound by an obligation of confidentiality;
(5) to Licensors and consultants engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such Licensor’s or consultant’s work for such Party;
(6) to a bona fide prospective transferee of a Party’s Participating Interest, or portion thereof, to the extent appropriate in order to allow the assessment of such Participating Interest (including an entity with whom a Party and/or its Affiliates are conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of its or an Affiliate's shares);
(7) to a bank or other financial institution to the extent appropriate to a Party arranging for funding;
(8) to the extent such information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such Party, or its Affiliates; provided that such Party shall comply with the requirements of Article 14.10 hereunder;
(9) to its respective employees, subject to each P...
Confidentiality and Non-Circumvention. Purchaser and Sellers agrees that they will not disclose or in any way furnish any information relating or made available pursuant to this Agreement whatsoever, including but not limited to the amount of the Purchase Price and the terms and conditions of payment thereof to any other person or entity, nor shall they authorize, permit or in any way aid in such disclosure, except (i) in response to legal process not initiated by, on behalf of, or on advice of the party from which the information is sought or persons or attorneys acting on behalf of said party, or (ii) to the extent disclosure is required for tax purposes, or (iii) to the extent disclosure is required to be made in financial statements or to a court or other governmental entity, or (iv) to individuals or entities providing legal, accounting, tax or financial advice to a party, or (v) to financing sources, potential or otherwise, or (vi) to the extent reasonably necessary to (a) enforce any of the agreements and covenants contained in this Agreement or (b) enforce or enjoy any other rights or remedies. In the event that the Transactions contemplated by this Agreement does not Close for any reason, Purchaser agrees, on behalf of itself, its agents and permitted assigns, that it shall not, directly or indirectly, interfere or attempt to interfere with the Sellers, the Assets, the Business, the Facilities, the Properties, or any Affiliates of Sellers and Purchaser shall not, without the express written consent of the Sellers, solicit customers of Sellers through customer lists or other information made available to the Purchaser by the Sellers during the course of the negotiation of this Agreement and the Transactions contemplated herein, or that certain letter of intent between Sellers and Purchaser dated July 23, 2008. Notwithstanding anything to the contrary, Sellers and Purchaser acknowledge that advertisements, mailings, publications or other solicitations of general circulation and/or developed independently of any information furnished by Sellers are not in violation of this paragraph
Confidentiality and Non-Circumvention. A. Each party will treat information provided by the other party pursuant to this Agreement as confidential ( as it relates to the Company, the "Confidential Information"; as it relates to Xxxxxx, the "Confidential Contacts"). The recipient thereof will not, directly or indirectly (a) transfer or disclose any Confidential Information or Confidential Contacts, as the case may be, to any third party (other than its representatives as hereinafter provided or otherwise as required by law), (b) use any Confidential Information or Confidential Contacts, as the case may be, for any purpose other than for its representatives without the prior written approval of the disclosing party.
B. As used herein:
(a) as it relates to the Company, "Confidential Information" will include, regardless of the medium, all confidential and proprietary information so marked when disclosed, including financial data, research, know-how, test data, technology, and other trade secrets relating to the Company, furnished or made available by the Company. Notwithstanding the foregoing, the Company's Confidential Information will not include information Xxxxxx can evidence was prior to its receipt (i) in the public domain (other than as a result of a breach of this Agreement), (ii) in Xxxxxx'x possession, or (iii) independently known through a party other thank the Company, which party has no duty of confidentiality and otherwise has the right to disclose same; and
(b) as it relates to Xxxxxx, "Confidential Contacts" will include any person, firm or entity with whom/which Xxxxxx has contact or done business, except any Confidential Contact from whom/which the Company can evidence it has previously obtained Investment Financing or Trade Financing or with whom/which it has otherwise done business, as the case may be, prior to the date Xxxxxx makes such Confidential Contact available to the Company.
Confidentiality and Non-Circumvention. 6.3.1 The member undertakes to keep the identity of the Grower, the location of the Leased property confidential throughout the period of the membership and indefinitely thereafter.
6.3.2 The Client undertakes to not approach the Grower directly for the procurement of the services of the Grower for the members personal use not covered within the provisions of this Agreement, thereby circumventing The Green Mill. In the event that the Client circumvents The Green Mill, the Client will be liable for liquidated damages agreed at R100,000 (One Hundred Thousand Rand) incurred by The Green Mill as professionally quantified, including but not limited to loss of income, reputational damage and legal costs
Confidentiality and Non-Circumvention. Consultant commits to treat the business of the Company as confidential and shall not disclose details with any third party unless such disclosure is made within Consultant's ordinary course of business. If Consultant wishes to make a disclosure that is outside of the ordinary course of business, such disclosure must be expressly authorized by the Company in writing prior to any such disclosure being made. Consultant agrees to exercise discretion and confidentiality in all matters relating to the Company, and shall deal with the Company in good faith, maintain a fiduciary duty to the Company, and shall not circumvent the Company or self-deal.
Confidentiality and Non-Circumvention. HML and the Introducer agree to maintain, both during and after the termination of this Agreement absolute confidentiality concerning; the terms of this Agreement, the details of any Client interaction with HML Products & Services, any HML related information which HML may have imparted to the Introducer during any interaction with HML Products & Services. The Introducer acknowledges that it may be given access to certain Confidential Information, including but not limited to HML service offering documentation, investment opportunities, company guidelines, R&D documentation, and information in relation to the activities and operations of HML, for the benefit of the Introducer and HML. In consideration of clause 7 a) (above), and the mutual promises contained under this Agreement, the Introducer, its associates, and employees, agree that they will keep and ensure to keep confidential all Confidential Information of HML unless or HML agrees that the Confidential Information is available in the public domain, and other than by any breach of this Agreement. The Introducer, for a period of at least thirty-six (36) months, will ensure that its associates do not: disclose any of the Confidential Information of the Disclosing Party to any other person without the prior written consent of the Disclosing Party; or use all or any of the Confidential Information of the Disclosing Party otherwise than for the Specified Purpose. Approach directly any Lender(s) or Financier(s) introduced by the Supplier to provide finance for the Introducer’s clients.
Confidentiality and Non-Circumvention. The parties agree under penalty of perjury, that information contained herein and in any other agreement(s), Contract(s) or arrangement(s) between the parties has been developed and/or obtained by the individual parties at great expense and CRI's Initials ________ SLH's Initials ________
