Confidentiality and Other Provisions Sample Clauses

Confidentiality and Other Provisions. A. Confidentiality All Confidential Information shall be held by each Party in strict confidence and shall not be disclosed to any third party, except as may be reasonably required by such Party for the performance and fulfillment of its obligations under the Agreement. In addition, no Party shall release any press statement or any other public comment about the Project, the Development Process, the terms of the Agreement or the activities under the Agreement.
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Confidentiality and Other Provisions. (a) The Advisor shall not, except as authorized or required to perform the Advisor Services, reveal or divulge to any person or Company any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to each Company’s business or may be likely so to do. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain. The Advisor shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Agreement, the Advisor shall devote sufficient time, attention, and ability to the business of the Company, and to any associated Company, as is reasonably necessary for the proper performance of the Advisory Services pursuant to this Agreement. During the term of this Agreement, the Advisor shall: (i) at all times perform the Advisory Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Advisor’s obligations under this Agreement; and
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Confidentiality and Other Provisions. (a) The Consultant shall not, except as authorized or required to perform the Consulting Services, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Consulting Agreement and shall keep in complete secrecy all confidential information entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Company’s business or may be likely to do so. This restriction shall continue to apply after the termination of this Consulting Agreement without limit in point of time but shall cease to apply to information or knowledge, which may come into the public domain or otherwise be required to be disclosed pursuant to court or regulatory process. The Consultant shall comply with such directions, as the Company shall make to ensure the safeguarding or confidentiality of all such information. (b) During the term of this Consulting Agreement, the Consultant shall devote sufficient time, attention, and ability to the business of the Company as is reasonably necessary for the proper performance of the Consulting Services pursuant to this Consulting Agreement. Nothing contained herein shall be deemed to require the Consultant to devote its exclusive time, attention and ability to the business of the Company. During the term of this Consulting Agreement, the Consultant shall: (i) at all times perform the Consulting Services to the best of its abilities and in the best interests of the Company; and (ii) devote such of its time, labor and attention to the business of the Company as it, in its sole discretion, deems necessary for the proper performance of the Consulting Services hereunder; and (c) The Company is aware that the Consultant has now and will continue to, and the Company agrees that the Consultant may provide similar services to those services contemplated by this Consulting Agreement to other companies, some of which may be in competition with the Company, and the Company recognizes that these companies will require a certain portion of the Consultant’s time. (d) From the effective date of this Consulting Agreement, Company and its officers will not engage any other person or entity to serve as its agent or representative to provide...
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Confidentiality and Other Provisions. The Consultant and the Company will also execute the Company's standard confidentiality and non-compete agreement nunc pro tune, which is incorporated herein by reference.
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Confidentiality and Other Provisions. Nielsen is responsible to ensure that the Nielsen representatives and Agents performing the audit are bound by confidentiality agreements. All audits conducted under this Section shall occur on reasonable advance notice to TCS, be designed to minimize the impact on TCS’ ongoing operations and be designed to occur during TCS’ normal business hours. Audit personnel shall comply with all reasonable TCS safety and security rules and regulations conveyed in writing at a reasonable time prior to the start of each audit
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Confidentiality and Other Provisions. 8.1. The Parties agree that all information, including, but not limited to information, contained in opinions, letters, reports, analytical materials, results of researches, schemes, schedules, specifications, in databases and information systems and other documents, executed by the Parties both in hard copy and in electronic media (further the "Information"), which one Party provides to another Party for the purposes of execution of the present Agreement shall be considered confidential and shall not be disclosed, transferred to any natural or legal person, which is not a Party of the present Agreement. 8.2. The Information can be disclosed upon request of any competent state or authorized by state body or according to a summon, notice, official request or any other legal request of competent judicial or administrative bodies. 8.3. The Parties shall inform in written each other about all changes in their bank details not later than 5 (Five) working days prior to the entry of such changes into the force. Otherwise all payments and notifications made in accordance with the previous details shall be considered as made in due way. 8.4. The Agreement has been made in two copies of identical content and of equal validity, one copy for each of the Parties. 8.5. Any notices required or authorized by this Agreement shall be given in writing by email or hard copy and shall be delivered to the following addresses or at such address as the recipient may have notified to the other Party hereto in email or hard copy writing.
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Confidentiality and Other Provisions 
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Related to Confidentiality and Other Provisions

  • Confidentiality Provisions 7.1 Pursuant to 42 USC 1396r-8(b)(3)(D), the parties agree that information disclosed by the Manufacturer under this Agreement in a form which discloses the identity of a specific Manufacturer or the prices charged for drugs by the Manufacturer is confidential and shall not be disclosed except as necessary to carry out the Agreement or as may be required by judicial order. Therefore, the Department agrees that confidential information provided to the Department under this Agreement, including the Agreement itself is exempted from disclosure by statute. To the extent that the Department utilizes the services of a third-party to develop and maintain the PDL or to administer any part of this Agreement, all provisions of this section shall apply to the third- party, and the Department shall have the third-party sign a written agreement ensuring the third- party will comply with all aspects of this section. In the event that the Department is required by law to disclose any provision of this Agreement or pricing information to any person other than as provided above, the Department shall provide advance written notice to the Manufacturer sufficiently in advance of the proposed disclosure to allow the Manufacturer to seek a protective order or other relief. 7.2 The parties agree that information revealing the identity of Medicaid recipients is confidential and shall not be disclosed except as necessary to carry out this Agreement or as may be required by judicial order. The foregoing shall not prevent the disclosure by the Manufacturer to the Department of information regarding the National Rebates for Covered Products. 7.3 The Manufacturer will hold the Utilization Information confidential. If the Manufacturer audits this information or receives further information on such data, that information shall also be held confidential. The Manufacturer shall have the right to disclose Utilization Information to auditors who agree to keep such information confidential. 7.4 The provisions of this section and any confidentiality agreement executed pursuant to this section shall survive termination or expiration of this Agreement.

  • GOVERNING LAW AND OTHER REPRESENTATIONS: DIR Customer [ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties hereunder pursuant to Chapter , Texas Code. [ X ] Non-Texas State agency or unit of local government of another state hereby certifying that it has statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant to Idaho Code § 67-2807

  • 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:

  • Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Confidentiality Covenants (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Notice and Other Indemnification Procedures 7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. 7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Insurance policies. 7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee's counsel shall be at the expense of the Company.

  • Confidentiality Agreements The parties hereto agree that this Agreement supersedes any provision of the Confidentiality Agreements that could be interpreted to preclude the exercise of any rights or the fulfillment of any obligations under this Agreement, and that none of the provisions included in the Confidentiality Agreements will act to preclude Holder from exercising the Option or exercising any other rights under this Agreement or act to preclude Issuer from fulfilling any of its obligations under this Agreement.

  • Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. b) Contractor shall advise the District of any and all materials used, or recommended for use by Contractor to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event Contractor shall fail to so advise the District and as a result of the use of any programs or materials developed by Contractor under this Contract the District should be found in violation of any copyright restrictions or requirements, or the District should be alleged to be in violation of any copyright restrictions or requirements, Contractor agrees to indemnify, defend and hold harmless, District against any action or claim brought by the copyright holder. c) Notwithstanding the above requirements, to the extent any records or documents associated with the Contractor’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.

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