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) whic...
Confidentiality and Proprietary Information. 6.1 For the purposes of this Agreement, "Confidential Information" means confidential or proprietary technical or business information given by the Discloser to the Recipient. All such information which is disclosed by one party to the other in connection with this Agreement, during negotiations and the term of this Agreement, will automatically be deemed proprietary to the Discloser and subject to this Agreement, unless otherwise confirmed in writing by the Discloser. In addition, by way of example and not limitation, all orders for Resale Services, Network Elements or Combinations placed by CLEC pursuant to this Agreement, and information that would constitute Customer Proprietary Network Information of CLEC’s customers pursuant to the Act and the rules and regulations of the Federal Communications Commission (FCC), and call records and Recorded Usage Data as described in Attachment 24 – Recording-Facilities Based, whether disclosed by CLEC to AT&T OKLAHOMA or otherwise acquired by AT&T OKLAHOMA in the course of the performance of this Agreement, will be deemed Confidential Information of CLEC for all purposes under this Agreement. Unless otherwise agreed, if a Party is required to submit information about one or more CLECs to a regulatory or judicial body, the obligations of confidentiality and non-use set forth in this Agreement do not apply to such Confidential Information that is so commingled with the Receiving Party or a third party's information such that disclosure could not possibly reveal the underlying proprietary or confidential information.
Confidentiality and Proprietary Information. For the purposes of this Agreement, “
Confidentiality and Proprietary Information. 6.1 For the purposes of this Agreement, “Confidential Information” means confidential or proprietary technical or business Information given by one Party (the “Discloser”) to the other Party (the “Recipient”) and identified by the Discloser as Confidential Information in accordance with this Section 6. Additionally, such Confidential Information shall include any portion of any notes, analyses, data, compilations, studies, interpretations or other documents prepared by any Receiving Party to the extent the same contain, reflect, are derived from, or are based upon, any of the information described in this Section, unless such information contained or reflected in such notes, analyses, etc. is so commingled with the Receiving Party’s information that disclosure could not possibly disclose the underlying proprietary or confidential information (such portions of such notes, analyses, etc. referred to herein as “Derivative Information”).
Confidentiality and Proprietary Information. No provision of this Agreement shall be deemed to release any individual for a violation of any agreement or policy pertaining to confidential or proprietary information of ATI or any of its Affiliates, or otherwise relieve any individual of his or her obligations under any such agreement or policy.
Confidentiality and Proprietary Information. Employee acknowledges that he/she will be exposed to confidential information of the Employer, which includes confidential information of True Nature Holding, Inc., and other operations and activities. Confidential information includes, but is not limited to, data relating to the Employer’s operations, customer information, financial data, computer programs, architectural drawings, marketing plans and information, operating procedures and the like, or any other information of the business affairs of True Nature. Employee shall not, directly or indirectly, use, disseminate, disclose, or in any way reveal or use beyond the scope of authority granted by the Employer all or any part of such Confidential Information, which he/she has been or will be exposed to, and shall use such Confidential Information only to the extent specifically authorized by the Employer. Upon termination of this Agreement for any reason whatsoever, Employee shall turn over to the Employer all Confidential Information. Employee acknowledges that the Employer may exercise any and all remedies available to it at law or in equity to enforce this Agreement with respect to non-disclosure of any Confidential Information, which Employee has or will become privy to in the performance of its obligations under this Agreement. The parties acknowledge that this provision shall survive the termination of the Agreement.
Confidentiality and Proprietary Information. 8.1 For the purposes of this Agreement, "Proprietary Information" means confidential or proprietary technical or business information given by one Party (“the Disclosing Party”) or its agent, employee, representative or Affiliate to the other in connection with this Agreement, during negotiations and the term of this Agreement:
8.1.1 In written, graphic, electromagnetic, or other tangible form and marked at the time of delivery as "Confidential" or "Proprietary" however, regardless of whether so marked, any non-public information which, because of legends or other markings, the circumstances of disclosure or the information itself, is otherwise reasonably understood by the Receiving Party to be proprietary and confidential to the Disclosing Party, shall be deemed to be Proprietary Information; or
8.1.2 Any portion of any notes, analyses, data, compilations, studies, interpretations or other documents prepared by any Receiving Party to the extent the same contain, reflect, are derived from, or are based upon, any of the information described in this Section 8, unless such information contained or reflected in such notes, analyses, etc. is so commingled with the Receiving Party’s information that disclosure could not possibly disclose the underlying proprietary or confidential information (such portions of such notes, analyses, etc. referred to herein as “Derivative Information”).
Confidentiality and Proprietary Information. (a) In conjunction with the performance of this Agreement, Consultant and the Company may, from time to time, furnish the other Party or its Representatives (as defined below) with Confidential Information of the furnishing Party or its Representatives. Each Party agrees that it shall not disclose the other Party's Confidential Information without such other Party's prior written consent; PROVIDED, HOWEVER, a Party may disclose: (i) the other Party's Confidential Information to the receiving Party's directors, officers, employees, advisors, representatives, agents and affiliates, and their respective directors, officers, employees, advisors, representatives, agents and affiliates (collectively, "Representatives"), who need to know the Confidential Information for performance or coordination of the Services hereunder and who agree to maintain the confidentiality of such Confidential Information in accordance with the terms hereof; and (ii) any of the other Party's Confidential Information that: (A) becomes generally available to the public; (B) which a Party can demonstrate is already known to such Party or its Representatives at the time of disclosure by the furnishing Party or its Representatives; (C) is acquired from a third party whom such receiving Party does not reasonably believe is prohibited from making disclosure; (D) is independently developed by a Party or its Representatives without use of any of the Confidential Information; or (E) subject to Section 5 hereof, is required to be disclosed to comply with any applicable law, order, regulation or ruling (collectively, "Law").
(b) A Party shall not use the other Party's Confidential Information other than for the purpose of providing or coordinating the Services under this Agreement. Each Party shall be responsible for any breach of this Agreement by it or any of its Representatives. Upon a Party's request, the other Party shall return all written Confidential Information of the requesting Party, except for that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the returning Party, and the returning Party and its Representatives shall not retain any copies of such written Confidential Information. The portion of written Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the returning Party, and any written Confidential Information furnished by the re...
Confidentiality and Proprietary Information. 18.1 For the purposes of this Agreement, “Confidential Information” means confidential or proprietary technical or business Information given by one Party (the “Discloser”) to the other Party (the “Recipient”) and identified by the Discloser as Confidential Information in accordance with this Section. All information which is to be treated as Confidential Information under this Agreement shall:
Confidentiality and Proprietary Information. No provision of this Section 3.1 shall be deemed to release any individual for any violation of a plan, policy, agreement or guideline regarding non-competition or pertaining to confidential or proprietary information of Time Warner Cable or any of its Affiliates or otherwise relieve any individual of his or her obligations under such guideline or any such plan, program or arrangement.
