Confidentiality; Books and Records Sample Clauses

Confidentiality; Books and Records. 5.2.1 From and after the Closing Date, (a) Seller and Buyers will, and will cause their respective Affiliates and Representatives to, maintain in confidence this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation hereof and thereof, (b) Seller will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to the Transferred Company obtained by virtue of Seller’s ownership of the Transferred Company prior to the Closing and (c) Buyers will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information of or relating to Seller or its Affiliates obtained by virtue of Buyers’ or Seller’s ownership, management or provision of services to the Transferred Company from and after the Closing, except, in each case, to the extent that the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or such information can be shown to have been in the public domain through no fault of the applicable Party.
Sample 1
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Confidentiality; Books and Records. From and after the Closing, the Seller will, and will cause each of its affiliates to, hold, and will cause their respective representatives and agents (collectively, “Recipients”) to keep confidential the source code of the Software Assets that is described as an exception in the Schedules to Section 2.5 above and any trade secrets, concepts, ideas, research and development algorithms, know-how, formulae, inventions (whether or not patentable), processes, techniques, technical data, designs, drawings, specifications, databases, and in each case that are unique to the Software Assets and are not used in the development, marketing or other use or commercialization of Software generally (“Confidential Information”), except for any Confidential Information included therein that (a) is generally available to the public on the Closing Date other than through a disclosure by Seller or its Recipients, (b) thereafter becomes generally available to the public other than as a result of a disclosure by Seller or its Recipients, (c) is or becomes available to Seller or any Recipients on a non-confidential basis from a source that to the Seller’s or such Recipients’ knowledge (in each case, after due inquiry), as applicable, is not prohibited from disclosing such information to Seller or such Recipients by a legal, contractual or fiduciary obligation to any other person or entity or (d) Seller or any Recipient is required, based on the advice of counsel, to disclose in response to any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Body or as otherwise required by Law.
Sample 1
Confidentiality; Books and Records. From and after the Closing, (a) Seller and Buyer will, and will cause their respective Affiliates and Representatives to, maintain in confidence this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation of this Agreement and the other Transaction Documents, (b) Seller will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to the Acquired Companies obtained by virtue of Seller’s ownership of the Acquired Companies or otherwise prior to the Closing and (c) Buyer will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information of or relating to Seller or its Affiliates (other than the Acquired Companies) obtained by virtue of Buyer’s investigation of the Acquired Companies prior to the Closing, except, in each case, to the extent that (i) the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or the rules or regulations of any stock exchange upon which the securities of one of the Parties (or a parent entity or other Affiliate thereof) is listed, (ii) such information can be shown to have been in the public domain through no fault of the applicable Party, (iii) such information is disclosed in connection with any Proceeding in connection with such Party’s rights or obligations under this Agreement, any other Transaction Document or any other Proceeding involving the Acquired Companies, or (iv) such information is disclosed in accordance with the terms of this Agreement.
Sample 1
Confidentiality; Books and Records. (a) The Confidentiality Agreement will automatically terminate as of the Closing. (b) From and after the Closing, (i) the Seller Parties will, and will cause their respective Affiliates and Representatives to, maintain in confidence (and therefore not disclose or use) any written, oral or other information belonging or relating to either Company obtained prior to the Closing or after Closing pursuant to the access, inspection and cooperation provisions in Section 5.3(a) and (ii) Buyer will, and will cause its Affiliates and Representatives to, maintain in confidence any non-public written, oral or other information of or relating to Seller or its Affiliates (other than the Companies) obtained by Buyer from Sellers or its Affiliates prior to Closing, except, in each case, to the extent that the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or such information is in the public domain through no fault or breach of the applicable Party or its Affiliates or Representatives. (c) Subject to Section 5.4(a) and Section 5.4(b), for the seven-year period beginning on the Closing Date, Bxxxx agrees to apply preservation and retention policies with respect to the Companies’ pre-Closing tax-related books and records that are no less stringent in the aggregate than those generally applied by Buyer to its own books and records, provided the same shall be no less than a reasonable degree of care, and provide access to such books and records as provided in Section 5.4(b). (d) Prior to the Closing, the Buyer will not communicate with the employees, suppliers and customers of Seller, Parent, the Companies, or the Business with respect to this Agreement and the Transaction without first obtaining the prior consent of the Seller, which consent may require that the communication be undertaken jointly with the Seller.
Sample 1
Confidentiality; Books and Records. From and after the Closing, the Sellers will, and will cause their respective Affiliates and Representatives to, maintain in confidence (a) this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation of this Agreement or the other Transaction Documents and the Transaction and (b) any written, oral or other information relating to any Acquired Company obtained by virtue of each such Seller’s ownership of the Company or TopCo, as applicable, or otherwise prior to the Closing, except, in each case, to the extent that the applicable Seller is required to disclose such information pursuant to applicable Law.
Sample 1
Confidentiality; Books and Records. (a) From and after the Closing, each of Seller and Seller’s Shareholders will, and will cause each of their respective affiliates to, hold, in confidence and will use their reasonable best efforts to cause their respective representatives and agents to hold, in confidence and not disclose to any other Person, any and all Confidential Information (as hereinafter defined), except as may be required by law. For purposes of this Section 4.1, the term “Confidential Information” shall mean any and all information (whether written or oral) concerning the Business as conducted by Seller prior to the Closing, including, without limitation, all product plans, designs, business plans, financial or economic statements, schedules, records, information and/or data, market research and analysis, marketing plans, costs, customer and supplier lists, price schedules, pricing methods, lists or schedules of sales strategies, forecasts, computer programs, technical data, know-how, trade secrets, discoveries, inventions and any Intellectual Property, regardless of whether or not such information is marked “Confidential.”
Sample 1
Confidentiality; Books and Records. (a) An Affiliate of Buyer and Parent are parties to a previously executed Confidential Disclosure Agreement, effective as of March 3, 2009 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. After the Closing, neither Buyer nor any of its Affiliates or representatives will be bound by the terms of the Confidentiality Agreement. (b) From and after the Closing, Seller and Parent will, and will cause their Affiliates to, hold, and will use their reasonable best efforts to cause its and their respective representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller or Parent can show that such information (a) is in the public domain through no fault of Seller, Parent or any of their Affiliates or (b) is lawfully acquired by Seller, Parent or any of their Affiliates after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller, Parent or any of their Affiliates or representatives are compelled to disclose any such information by judicial or administrative process or by other requirements of Law, Seller or Parent shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller or Parent are advised by their counsel in writing is legally required to be disclosed, provided that Seller and Parent shall exercise its reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (c) Seller will retain any of its books and records that relate to the Business in accordance with Seller’s record retention policies as presently in effect. During the period commencing on the Closing Date and ending on the fifth anniversary of the Closing Date, Seller shall not dispose of or permit the disposal of any such books and records not required to be retained under such policies without first giving 60 days’ prior written notice to Buyer offering to surrender the same to Buyer at Buyer’s expense.
Sample 1
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Confidentiality; Books and Records. 43 Section 9.1 Publicity..................................................43 Section 9.2 Confidentiality............................................43 Section 9.3
Sample 1
Confidentiality; Books and Records. 5.4.1 All information provided to Buyer or its respective Affiliates pursuant to Section 5.3 prior to the Closing will be held by Buyer as Information (as defined in the Confidentiality Agreement, “Confidential Information”) and will be subject to the Confidentiality Agreement, the terms of which are incorporated into this Agreement by reference. The Confidentiality Agreement is amended to provide that it will continue in full force and effect until the Closing Date, at which time it will automatically terminate. 5.4.2 From and after the Closing Date, (a) Sellers and Buyer will, and will cause their respective Affiliates and Representatives to, maintain in confidence this Agreement and the other Transaction Documents and any written, oral or other information related to the negotiation of this Agreement and the other Transaction Documents, (b) Sellers will, and will cause their respective Affiliates and Representatives to, maintain in confidence any written, oral or other information relating to the Acquired Companies obtained by virtue of Sellers’ ownership of the Acquired Companies prior to the Closing and (c) Buyer will, and will cause its Affiliates and Representatives to, maintain in confidence any written, oral or other information of or relating to Sellers or their respective Affiliates obtained by virtue of Buyer’s or Sellers’ ownership, management or provision of services to the Acquired Companies from and after the Closing, except, in each case, to the extent that the applicable Party is required to disclose such information by judicial or administrative process or pursuant to applicable Law or such information can be shown to have been in the public domain through no fault of the applicable Party.
Sample 1

Related to Confidentiality; Books and Records

  • Confidentiality of Student Records 1. Student educational records created as a result of this Agreement shall be retained and disseminated in accordance with Family Educational Rights and Privacy Act (FERPA) requirements. 2. Participation in dual credit courses requires STUDENT and, if applicable, PARENT/GUARDIAN signatures on the Form for compliance with FERPA regulations.

  • Confidentiality of Records Each Investor agrees to use, and to use its best efforts to insure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information to any partner, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company as long as such partner, subsidiary or parent is advised of the confidentiality provisions of this Section 3.3.

  • Confidentiality; Sharing Information Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

  • Confidentiality of Listing Information Verizon shall accord CBB Listing Information the same level of confidentiality that Verizon accords its own listing information, and shall use such Listing Information solely for the purpose of providing directory-related services; provided, however, that should Verizon elect to do so, it may use or license CBB Listing Information for directory publishing, direct marketing, or any other purpose for which Verizon uses or licenses its own listing information, so long as CBB Customers are not separately identified as such; and provided further that CBB may identify those of its Customers who request that their names not be sold for direct marketing purposes and Verizon shall honor such requests to the same extent that it does for its own Customers. Verizon shall not be obligated to compensate CBB for Verizon's use or licensing of CBB Listing Information.

  • Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it.

  • CONFIDENTIALITY OF DATA 23.1 All financial, statistical, personal, technical, or other data and information relative to the Department’s operations, which is designated confidential by the Department and made available to the Construction Manager in order to carry out this Preconstruction Services Contract, shall be protected by the Construction Manager from unauthorized use and disclosure. 23.2 Permission to disclose information on one occasion or public hearing held by the Department relating to this Preconstruction Services Contract shall not authorize the Construction Manager to further disclose such information or disseminate the same on any other occasion. 23.3 The Construction Manager shall not comment publicly to the press or any other media regarding this Preconstruction Services Contract or the Department’s actions on the same, except to the Department’s staff, Construction Manager’s own personnel involved in the performance of this Preconstruction Services Contract, at public hearings, or in response to questions from a Legislative committee. 23.4 The Construction Manager shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this Preconstruction Services Contract without prior review of the contents thereof by the Department and receipt of the Department’s written permission. 23.5 All information related to the construction estimate is confidential and shall not be disclosed by the Construction Manager to any entity, other than the Department. 23.6 Subject to the California Records Act (California Government Code §§ 6250 et seq.), the Department has taken measures to protect the confidentiality of the negotiations related to the construction estimate. Every person involved in the process shall sign a confidentiality and nondisclosure agreement. However, under no circumstances will the Department be responsible or liable to the Construction Manager or any other party as a result of disclosing any materials, whether the disclosure is deemed required by law, by an order of court, or occurs through inadvertence, mistake, or negligence on the part of Department or its respective officers, employees, contractors, or consultants. 23.7 In the event Department is requested to disclose any of the materials identified by the Construction Manager as confidential, Department will promptly notify the Construction Manager so that Proposer may seek a protective order or other appropriate remedy. If the Construction Manager wishes to protect the materials from disclosure, the Construction Manager shall seek court protection immediately on an emergency basis. In the event that such protective order or other remedy is not sought by the Construction Manager within seven (7) days after the Construction Manager receives notice from Department, Department will be free to release the requested information. Department will consider the Construction Manager to have waived any claim of confidentiality and exemption from public disclosure for any materials not identified as confidential. Construction Managers are advised to consult with their legal counsel regarding the scope and provisions of the Public Records Act.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • CONFIDENTIALITY of RECORDS and INFORMATION 20.1. XXXXXXXXXX agrees to maintain confidentiality of information and records as required by applicable Federal, State and local laws, regulations and rules. CONTRACTOR shall not use or disclose confidential information other than as permitted or required by this Agreement and will notify COUNTY of any discovered instances of breaches of confidentiality. CONTRACTOR shall ensure that any subcontractors’ agents receiving confidential information related to this Agreement agree to the same restrictions and conditions that apply to CONTRACTOR with respect to such information. XXXXXXXXXX agrees to hold COUNTY harmless from any breach of confidentiality, as set forth in the hold harmless provisions contained herein. 20.1.1. HIPAA/ Protected Health Information. If CONTRACTOR is a covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the HIPAA Business Associate Agreement (BAA) Addendum is included as part of this Agreement, it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a business associate relationship under HIPAA and the HIPAA regulations, CONTRACTOR is the Business Associate of COUNTY and agrees to the HIPAA Business Associate Agreement (BAA) Addendum exhibit attached to this Agreement. 20.1.2. 42 C.F.R. Part 2/ Drug and Alcohol Abuse Records. If CONTRACTOR is a covered program under the Confidentiality of Alcohol and Drug Abuse Patient Records Act, 42 C.F.R. Part 2 or signs the Qualified Service Organization Agreement (QSOA), it is obliged to comply with applicable requirements of law and subsequent amendments relating to any protected health information and patient identifying information, as well as any task or activity CONTRACTOR performs on behalf of COUNTY, to the extent COUNTY would be required to comply with such requirements. If this Agreement has been determined to constitute a qualified service organization relationship under 42 C.F.R. Part 2 and the 42 C.F.R. Part 2 regulations, CONTRACTOR is the Qualified Service Organization of COUNTY and agrees to enter into the Qualified Service Organization Agreement (QSOA) Addendum contained as an exhibit to this Agreement.

  • Confidentiality Statement All persons that will be working with PHI COUNTY 21 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 22 COUNTY must sign a confidentiality statement that includes, at a minimum, General Use, Security and 23 Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the 24 workforce member prior to access to such PHI. The statement must be renewed annually. The 25 CONTRACTOR shall retain each person’s written confidentiality statement for COUNTY inspection 26 for a period of six (6) years following the termination of the Agreement.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

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