Confidentiality Clause Sample Clauses
A Confidentiality Clause is a contractual provision that obligates parties to keep certain information private and not disclose it to unauthorized third parties. Typically, this clause applies to sensitive business information, trade secrets, or proprietary data shared during the course of a business relationship, and may specify the duration of confidentiality and exceptions, such as disclosures required by law. Its core function is to protect valuable or sensitive information from being misused or made public, thereby safeguarding the interests and competitive advantage of the disclosing party.
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Confidentiality Clause. 1. Both parties agree to endeavor to take all reasonable measures to keep in confidence the execution, terms and conditions as well as performance of this Agreement, and the confidential data and information of either party that the other party may know or access during performance of this Agreement (hereinafter referred to as “Confidential Information”), and shall not disclose, make available or assign such Confidential Information to any third party without the prior written consent of the party providing the information.
2. The above restriction is not applicable to:
(a) information that has already become generally available to the public at the time of disclosure;
(b) information that, after the time of disclosure, has become generally available to the public not because of either party’s fault;
(c) information that either party can prove that it has already possessed before the time of disclosure and that has not been directly or indirectly acquired from the other party; and
(d) the foregoing Confidential Information that either party is obliged to disclose to relevant governmental authorities or stock exchanges, among others, as required by law, or that either party discloses to its direct legal counsels and financial advisors as needed during its due course of business.
3. Both parties agree that this clause will continue to remain valid and effective regardless of any alteration, cancellation or termination of this Agreement.
Confidentiality Clause. 6.1 The Clearing Member recognises that for the execution of this agreement, the Settlement Agent needs to be aware of the data relating to the settlement corresponding to the said Member, and therefore permits the Settlement Agent to avail itself of the relevant information through the Pre-settlement Service, CC&G, or another company engaged by the latter.
6.2 The Settlement Agent undertakes to observe and to ensure that personnel engaged, including when not directly employed, observe all due confidentiality in regards to data, facts, and other information known or knowable within the context or in relation to the obligations assumed under this agreement.
Confidentiality Clause. 1. The trade secrets mentioned in this agreement, including but not limited to the price, quantity, payment method involved in this agreement, the information of the other party exchanged by both parties in business contacts, and the trade secrets, company plans, operation activities, financial information, technical information, business information and other trade secrets, user data, sales prices, reports, etc. of the cooperation projects involved are the trade secrets of both parties. Both parties promise to keep the above-mentioned trade secrets in the process of discussing, signing and executing this agreement, and shall not disclose the above-mentioned trade secrets to any third party in any way. If one party to the agreement reveals the above-mentioned trade secrets due to the behavior of the other party, it shall have the right to ask the other party to bear all economic losses and all legal responsibilities.
2. The confidentiality clause is an independent clause, which is valid for a long time regardless of whether this agreement is signed, changed, dissolved or terminated.
3. The subjects involved in this clause are Party A and Party B, including but not limited to their branches, subsidiaries, other companies involved in operation and management as shareholders, companies with the same or similar business with shareholders of both companies, and all employees who may be involved in this agreement.
Confidentiality Clause. A. This Agreement and the pre Agreement documentation may contain confidential or proprietary information of either party to this Agreement. All parties shall maintain the confidentiality of this information and shall not disclose these to any third party without both parties approval.
B. Notwithstanding the above, any party may disclose such information without further approval from the other party in answer to interrogations, subpoenas or other legal/arbitration process as well as to the Company's reinsurance intermediary hereon, the Reinsurer's retrocessionaires or in response to requests by governmental and regulatory agencies. In addition the parties may disclose such information to their accountants and outside legal counsel as may be necessary.
Confidentiality Clause. 1. The terms and conditions of this Agreement/ Contract are confidential between the parties and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms.
Confidentiality Clause. Confidential Information’ means trade secrets, confidential data, and other non-public confidential proprietary information (whether or not labeled as confidential) including any and all financial terms of and products involved in the production and any and all scripts whether communicated orally, in written form, or electronically. Confidential information does not include information that was lawfully in Performer’s possession prior to being disclosed in connection with the employment of Performer, is now, or hereafter becomes generally known to the public, or that Performer rightfully obtained without restriction from a third party. Performer acknowledges that Performer has and will become aware of certain Confidential Information. Unless otherwise required by law, Performer agrees that, without Producer’s prior written approval, Performer shall hold such Confidential Information in the strictest confidence and that Performer will not disclose such Confidential Information to anyone (other than Performer’s representatives in the course of their duties to Performer, which representatives shall be bound by the same restrictions as set forth in this Agreement) or utilize such Confidential Information for Performer’s benefit or for the benefit of a third party. Notwithstanding the foregoing, nothing herein shall prohibit Performer from disclosing Confidential Information concerning Performer’s wages, hours, and other terms and conditions of employment as that term is defined under Section 7 of the National Labor Relations Act. For clarity, except as set forth above, Producer may not demand or request that Performer execute any non-disclosure agreement that has not been approved in advance and in writing by the Union.” This provision is not intended to supersede any confidentiality provisions in celebrity agreements.
Confidentiality Clause. 6.1 Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent of the other party.
6.2 Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other party to any third party.
Confidentiality Clause. 1. Both parties confirm and agree that the information under this agreement and the information and commercial information of the other Party (hereinafter referred to as the “disclosing Party”) known by one Party (hereinafter referred to as the “receiving Party”) through any means during the signing and performance of this agreement, including but not limited to the disclosing Party’s product information, finance, production process and service information, customers, purchase, trial production, test results, process and technical information, accounts, production and manufacture, promotion and sale, etc., are confidential information (hereinafter referred to as “confidential information”).No matter in what medium the confidential information is kept, it is only the exclusive property of the disclosing Party.
2. The receiving Party shall take all reasonable measures to prevent the disclosure of confidential information, including ensuring that only employees and directors of the receiving Party (hereinafter referred to as “representatives”) who are required to have certain confidential information due to their duties can have access to confidential information, and shall instruct such representatives to keep confidential the confidential information. The Receiving Party undertakes that its representatives and any persons authorized by it shall sign a written agreement with it, requiring such representatives and persons to abide by the confidentiality obligation in accordance with the terms of this agreement with a degree of strictness not less than that of this agreement; and the receiver will implement necessary internal procedures to ensure the confidentiality of relevant information.
3. Without the prior written consent of the disclosing Party, the receiving Party shall strictly abide by the confidentiality obligation after obtaining the confidential information. The receiving Party shall not disclose, disclose, disseminate or use the confidential information in any way except with the explicit consent of the disclosing Party. Either complete information or partial information shall not be copied or copied by the receiving Party. Once this agreement is dissolved or terminated, the receiving Party must return or destroy the information. The Receiving Party shall not make any press release or public statement on the Disclosing Party or this Agreement, nor shall it refer to the Disclosing Party or this Agreement in any press release or public statement.
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Confidentiality Clause. 6.1 The Clearing Member undertakes to comply and to cause the personnel of which it avails itself, including non- employees, to comply with any due confidentiality obligation in relation to data, facts and other information learned or which may be learned in the framework of or in relation to the obligations undertaken hereunder.
Confidentiality Clause. The parties acknowledge that as a result of this Agreement, each party may have access to and receive from the other party non-public personally identifiable financial and/or health information (NPI), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries. The parties agree to maintain the confidentiality of such NPI and shall not use, disclose, furnish or make accessible such NPI to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this Agreement. Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the NPI. At the request of the party that owns the NPI, or in the absence of such request, upon termination of this Agreement, the other party shall promptly return all NPI which has been provided to it, or dispose of such NPI in a manner agreed upon by the parties, unless the party is required to maintain such NPI under federal or state laws or regulations. [Signatures on the Following Page.]