Confidentiality and Use of Confidential Information Sample Clauses

Confidentiality and Use of Confidential Information. A. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, Confidential Information as each Party deems appropriate for the sole and limited purpose of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information may be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team.
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Confidentiality and Use of Confidential Information. 7.1 The provisions in these General Terms and Conditions supersede provisions in any secrecy undertaking executed between the Parties.
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Confidentiality and Use of Confidential Information. (i) The Confidential Information will be kept confidential by Recipient and its Representatives and shall not, without the prior written consent of HT (which consent may be granted or withheld in its sole discretion), be disclosed by Recipient or any of its Representatives, in any manner whatsoever, in whole or in part, and shall not be used, other than in connection with the Potential Transaction. Moreover, Recipient agrees to reveal the Confidential Information only to those Representatives who need to know the Confidential Information for the purpose of the Potential Transaction, provided that, prior to the disclosure of any Confidential Information to such Representatives, Recipient shall inform such Representatives to whom such Confidential Information is disclosed (a) that such Confidential Information is non-public, confidential and proprietary to HT, and (b) of the essential terms of this Agreement, which Agreement shall be binding on all such Representatives to whom such Confidential Information is disclosed. Recipient agrees not to make any such disclosure or transmission unless Recipient is satisfied that its Representatives will act in accordance herewith. Recipient agrees that it will be responsible for any breach of any of the provisions of this Agreement by any of its Representatives and Recipient agrees to take, at its sole expense, all necessary measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information (including, without limitation, the initiation of court proceedings).
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Confidentiality and Use of Confidential Information. 11.2 The Disclosee shall, in respect of Confidential Information provided to it by or on behalf of the other party:
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Confidentiality and Use of Confidential Information. From time to time, the Parties or Team Members may elect to disclose or transmit to each other, Confidential Information as each Party deems appropriate for the sole and limited purpose of coordinating such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. Confidential Information may be disclosed to or transferred between the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation in the Team. • The Company agrees that all Confidential Information received from or on behalf of ATSC or any of the Team Members, or from any consultant jointly retained by the Parties or Team Members, shall be held in strict confidence by the Company and by all persons to whom such Confidential Information is revealed by the Team Member, and shall not be disclosed to any person other than ATSC or any of the Team Members and that such Confidential Information shall be used only in connection with conducting such activities as are necessary and proper to carry out the purposes of this Agreement and further the goals of the Team. • Confidential Information that is exchanged in written or in document form and is intended to be kept confidential shall be marked “Confidential” or with a similar legend applied by Team Member. If such information becomes the subject of an administrative or judicial order requiring disclosure of such information by the Team Member, where the information will be unprotected by confidentiality obligations, the Company may satisfy its confidentiality obligations hereunder by notifying the disclosing Party or the disclosing Team Members (unless such notice is legally prohibited) and by giving such Team Member an opportunity to protect the confidentiality of the information. • The confidentiality obligations under this Section shall remain in full force and effect for a period of 7 years following the expiration or early termination of this Agreement. Notwithstanding anything to the contrary, the provisions of this Section 5 shall not apply to information which: (a) is or becomes known publicly through no fault of the Team Member;
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Confidentiality and Use of Confidential Information. The Parties agree that all Confidential Information shall be: (i) used by Recipient and its Representatives solely for the purpose of evaluating and possibly consummating the Transaction and for no other purpose, (ii) kept confidential under the terms and conditions of this Agreement, and (iii) provided by Recipient only to its Representatives to whom disclosure is reasonably needed in order to facilitate the evaluation of the Transaction and possibly consummate the same. All Confidential Information is and shall remain the property of the Company and shall not be used by Recipient or its Representatives for any purpose other than evaluating the Transaction. Before providing access to any Confidential Information to any of its Representatives, Recipient shall inform each such Representative of the provisions of this Agreement and instruct each such Representative to comply with the provisions hereof. Recipient shall be liable for any breaches of this Agreement by any of its Representatives.
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Confidentiality and Use of Confidential Information 
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Related to Confidentiality and Use of Confidential Information

  • Use of Confidential Information The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be. Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection(iv) below; (iii) to their own affiliates, provided that such affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

  • Confidentiality and Proprietary Information 6.1 For the purposes of this Agreement, "

  • Restricted Use of Confidential Information (a) Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller(each, a "Seller Contact") or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a "Buyer Contact"). Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the transactions contemplated herein and are informed by Buyer or Seller, as the case may be, of the obligations of this Article 12 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 12 as to its respective representatives; (v) take such action to the extent necessary to cause its representatives to comply with the terms and conditions of this Article 12; and (vi) be responsible and liable for any breach of the provisions of this Article 12 by it or its representatives.

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive.

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