Confidentiality and Use. In accordance with Article 3(7) of the IGA, all information exchanged pursuant to the IGA is subject to the confidentiality and other protections provided for in the Convention (hereinafter “Confidentiality Protections”), including the provisions limiting the use of the information exchanged. The Competent Authorities intend to maintain appropriate safeguards and infrastructure as described in Article 3(8) of the IGA (“Data Safeguards”).
Confidentiality and Use. In accordance with Article 3(7) of the IGA, all information exchanged pursuant to the IGA is subject to the confidentiality and other protections provided for in Article 9 of the IGA (“Confidentiality Protections”), including the provisions limiting the use of the information exchanged. The Competent Authorities intend to implement or continue to practice, as applicable, administrative policies and practices to protect the confidentiality of information exchanged, consistent with the 2012 Joint OECD/Global Forum Keeping it Safe Guide, currently found at http://xxx.xxxx.xxx/tax/transparency/final%20Keeping%20it%20Safe%20with% 20cover.pdf.
Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use the Confidential Information of the other Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which:
(a) is publicly available prior to the date of this Agreement or becomes publicly available thereafter through no wrongful act of the receiving Party;
(b) was known to the receiving Party prior to the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information;
(c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder;
(d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or
(e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Party’s Confidential Information.
(f) The receiving Party may disclose the providing Party’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction...
Confidentiality and Use. Subject to Section 2 of this Agreement, Reviewer agrees to keep confidential the Evaluation Material and shall disclose such information only to its agents and those personnel at Reviewer and its agents who have a need to know such information for performance of the Services, and shall use such Evaluation Material solely for the purpose of performing its Services. Reviewer will be responsible for any breach of this Agreement by its personnel and Reviewer’s agents and any employee of Reviewer’s agents.
Confidentiality and Use. (a) Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Agreement or to carry out such parties rights or obligations under the Agreement.
(b) Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section (d) below, a Receiving Party may disclose the Disclosing Party’s Confidential Information to those employees of the Receiving Party who have a need to know such information in order to carry out such Party’s rights or obligations under the Agreement.
(c) If a Receiving Party is required by Law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Receiving Party may only furnish that portion of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief.
(d) Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information.
Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Customer shall:
i. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
ii. except as may be permitted by and subject to its compliance with Section 6(D), not disclose or permit access to Confidential Information other than to its employees and independent contractors (collectively, “Representatives”) who: (1) need to know such Confidential Information for purposes of the Customer’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, (2) have been informed of the confidential nature of the Confidential Information and Customer’s obligations under this Section 6(C)(ii), and (3) are bound by written confidentiality and restricted use obligations as protective of the Confidential Information as the terms set forth in this Section 6(C)(ii);
iii. safeguard the Confidential Information from unauthorized use, access or disclosure using its best efforts to protect the confidentiality of all Confidential Information or at least the degree of care it uses to protect its own sensitive information;
iv. ensure its Representatives’ compliance, and be responsible and liable for any of its Representatives’ non-compliance, with the terms of this Section 6; and
v. immediately notify Company in writing or electronically within three (3) days of any unauthorized access, possession or use of Company’s Confidential Information of which it may become aware and, if possible, immediately terminate the unauthorized use of the Confidential Information.
Confidentiality and Use. In recognition of the acknowledged importance and sensitivity of the Trade Secrets to which the Employee has access, the Employee agrees that during the Employee’s term of employment with the Corporation and forever following the termination of his employment with the Corporation for any reason, with or without cause or voluntarily, the Employee shall not, directly or indirectly, sell, alienate, transfer, assign or divulge any of the Trade Secrets of the Corporation or the Subsidiary to any past, present or potential customer or competitor of the Corporation, nor shall the Employee use the Trade Secrets of the Corporation or the Subsidiary for his own benefit or for the benefit of any person or entity with whom he is employed or has an economic interest.
Confidentiality and Use. Service Provider agrees (i) to maintain the confidentiality of all BC Data and to safeguard BC Data from unauthorized access; (ii) to use the BC Data solely for the purpose of performing the Services; (iii) to limit disclosure of and access to the information solely to Service Provider employees who need to access the information to perform the Services; (iv) to inform these employees of their obligation under this Addendum to maintain the confidentiality of BC Data; and (v) to not disclose any BC Data to a third party, except as strictly necessary to perform the Services under the Agreement or otherwise required by law, but only after reasonable prior notice to BC. Other than as required to perform the Services or its obligations under the Agreement, Service Provider shall not contact any individual associated with BC directly through email or other means, nor shall Service Provider cooperate in any way to permit any third party make such contact. Within 60 days of termination of the Agreement, Service Provider shall destroy the BC Data or, if BC requests within this 60 day period, return the BC Data to BC.
Confidentiality and Use. You must hold all of the Confidential Information in strict confidence. Without limiting the generality of this obligation, you must NOT directly or indirectly do any of the following:
(a) disclose, make available, or provide or permit access to or use of, any Confidential Information to ANY other party (including, but not limited to, any third party contractor) for any purpose. The ONLY exception is that you may permit those of your employees who need to know that Confidential Information for the Authorized Use(s) indicated above. This exception only applies after you have fully informed those employees of, and required those employees to fully comply with, the Policies. You will be fully liable to the Requester and MTO for any failure of your employees to fully comply with the Policies. Future Policies will be considered to have been “issued” by MTO or the Requester when you are notified in writing of those Policies;
(b) make any full or partial copies (in any format or media) of any of the Confidential Information (other than copies necessary to carry out the Authorized Use(s)); or
(c) use any of the Confidential Information for any purpose other than the Authorized Use(s). To avoid any doubt, you must never access, use or disclose any of the Confidential Information for any reasons that do not meet both of the above requirements, such as for personal reasons (e.g. looking up someone’s address for a friend).
Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
i. not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this XXXX;
ii. except as may be permitted by and subject to its compliance with Section 10.d below, not disclose or permit access to Confidential Information other than to its attorneys, accountants, and other representatives who: (1) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this XXXX; (2) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this XXXX; and (3) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this XXXX; and
iii. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and, in no event, less than a reasonable degree of care.
