Confidentiality Generally. The Receiving Party agrees (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers, employees, consultants and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6; (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of Customer, to make use of the Services and Deliverables; and (c) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
Confidentiality Generally. Each Lender and the Administrative Agent agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with their customary procedures for handling confidential information of the same nature and in accordance with safe and sound banking practices (or, if such Lender is not a bank, in accordance with safe and sound lending practices), any non-public information supplied to it by any Obligor pursuant to this Agreement or any other Loan Document that is identified by the Borrowers as being confidential at the time the same is delivered to the Lenders or the Administrative Agent, provided that nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of this Section 11.12), (ii) to the extent required by statute, rule, regulation or judicial process, (iii) to counsel for any of the Lenders or the Administrative Agent, (iv) to bank examiners (or any other regulatory authority, or quasi-regulatory body, including the National Association of Insurance Commissioners (NAIC), having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (v) to the Administrative Agent or any other Lender (or to any Agent), (vi) in connection with any litigation to which any one or more of the Lenders or the Administrative Agent is a party, or in connection with the enforcement of rights or remedies hereunder or under any other Loan Document, (vii) to a subsidiary or affiliate of such Lender as provided in paragraph (a) above, (viii) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations or (ix) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to the respective Lender a Confidentiality Agreement substantially in the form of Exhibit I (or executes and delivers to such Lender an acknowledgement to the effect that it is bound by the provisions of this Section 11.12(b), which acknowledgement may be included as part of the respective assignment or participation agreement pursuant to which such assignee or participant acquires an interest in the Loans or Letter of Credit Interest hereunder); provided, further, that obligations of any a...
Confidentiality Generally. In addition to and not in limitation of any other agreement or covenant relating to confidentiality entered into by any Investor, each Investor shall maintain all information relating to the Fund contained in the non-public financial reports and books and records of the Fund, in records of any governmental body, or in any other document or record, in strict confidence and, without the express prior written consent of the Manager, shall not disclose any of such information (however obtained from the Fund, the Manager, another Investor, governmental body, a vendor of the Fund or otherwise) to any third party other than such Investor’s attorneys and certified public accountants who have agreed: (i) to keep such information confidential and (ii) not to use such information for their own benefit or for the benefit of the Investor. Notwithstanding anything to the contrary in this Agreement or in any document relating to the Fund which prohibits an Investor from disclosing any confidential information regarding the Fund or the offering of its securities, each Investor (and each employee, representative or other agent of an Investor) may:
(a) disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (i) the Fund and (ii) the offering of its securities, and all materials of any kind (including opinions or other tax analyses) that are provided to the Investors relating to such tax treatment and tax structure; provided, however, that the preceding clause is intended to cause the securities of the Fund not to be treated as having been offered under conditions of confidentiality for purposes of Regulations Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provisions) and shall be construed in a manner consistent with such purpose; and
(b) disclose information contained in any filing by the Fund under Section 12(b), 12(g), 13(a) or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder which is publicly available through the SEC.
Confidentiality Generally. Each Party, as a receiving Party, will do the following things with regard to the Confidential Information of the other Party.
(a) Prevent the disclosure of the Confidential Information by the receiving Party and each of the receiving Party’s employees, agents, and/or professionals to any third party other than as permitted under this Agreement.
(b) Use, and permit the use of, the Confidential Information only for the Purpose.
(c) Disclose the Confidential Information only to such of the receiving Party’s employees, agents, and professionals as have a bona fide need to possess or know the Confidential Information in the course of accomplishing, or advising the disclosing Party with regard to, the Purpose.
(d) Xxxxx each employee, agent, or professional to whom the receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in this Agreement. Each professional, such as a lawyer or an accountant, retained by the receiving Party in a professional-client relationship will be deemed under an adequate obligation of confidentiality for the purposes of this Agreement so long as the law recognizes an obligation of confidence actionable by the receiving Party under law without a separate contractual obligation.
(e) Return or destroy all written or other tangible copies of Confidential Information in the receiving Party’s possession or direct or indirect control, including all extracts and copies thereof, within a reasonable time after, and in accordance with, the disclosing Party’s request.
Confidentiality Generally. (i) We will keep confidential all of your Confidential Information that becomes known to us.
(ii) Staff and our personnel generally will keep confidential any of your Confidential information that becomes known to them.
Confidentiality Generally. Each Party, as a receiving Party, will do the following things with regard to the Confidential Information of the other Party.
(i) Prevent the disclosure of the Confidential Information by the receiving Party and each of the receiving Party’s employees, agents, and/or professionals to any third party other than as permitted under this Agreement.
(ii) Use, and permit the use of, the Confidential Information only for the purposes of providing, or enjoying the benefit of, the goods, services, and/or software provided for in this Agreement (the “Purpose”).
(iii) Disclose the Confidential Information only to such of the receiving Party’s employees, agents, and professionals as have a bona fide need to possess or know the Confidential Information in the course of accomplishing, or advising the disclosing Party with regard to, the Purpose.
(iv) Cause each employee, agent, or professional to whom the receiving Party discloses the Confidential Information to be bound by an obligation of confidentiality that is at least as rigorous as the obligations contained in this Agreement. Each professional, such as a lawyer or an accountant, actually retained by the receiving Party in a professional-client relationship will be deemed under an adequate obligation of confidentiality for the purposes of this Agreement so long as the law recognizes an obligation of confidence actionable by the receiving Party under law without a separate contractual obligation.
(v) Return or destroy all written or other tangible copies of Confidential Information in the receiving Party’s possession or direct or indirect control, including all extracts and copies thereof, within a reasonable time after, and in accordance with, the disclosing Party’s request.
Confidentiality Generally. Subject to Section 9.1, at all times during the term of this Agreement and for a period of 5 years following termination or expiration hereof, each Party (the “Receiving Party”) shall, and shall cause its officers, directors, employees, agents, Affiliates and Sublicensees to, keep confidential and not publish or otherwise disclose and not use, directly or indirectly, for any purpose, any Confidential Information provided to it by the other Party (the “Disclosing Party”), except to the extent such disclosure or use is otherwise expressly permitted by the terms of this Agreement or is reasonably necessary for the performance of this Agreement. For the avoidance of doubt, the treatment of Confidential Information that is also Virpax Information is governed by the terms of Section 9.1, while the treatment of Confidential Information that is not also Virpax Information is governed by this Section 9.2.
Confidentiality Generally. “Confidential Information” means all oral and written information exchanged between the Parties with respect to the subject matter of this Agreement. The following information does not constitute Confidential Information for purposes of this Agreement: (a) information that is or becomes generally available to the public other than as a result of a disclosure by either Party in violation of this Agreement, (b) information that was already known by either Party on a non-confidential basis prior to this Agreement, (c) information that becomes available to either Party on a non-confidential basis from a source other than the other Party if such source was not subject to any prohibition against disclosing the information to such Party, and (d) information that is developed by receiving Party or its affiliates independently and without access to the Confidential Information of disclosing Party. Except as provided in this Section 10.1 and 10.2, neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to persons investing in, providing funding to or acquiring it or its affiliates, and to its and the foregoing persons’ respective attorneys, accountants, representatives, agents and employees who have a need-to-know such Confidential Information related to this Agreement.
Confidentiality Generally. The Parties agree to comply with Section 700 of the Loan Policy Manual related to Confidential Information.
Confidentiality Generally. During the term of this Agreement and for a period of three (3) years from the termination of this Agreement (and for a period of ten (10) years from the termination of this Agreement in the case of source code), each Party hereto shall take all reasonable steps which are necessary or reasonable to safeguard the secrecy and confidentiality of, and proprietary rights to, the Confidential Information disclosed or provided by the other Party, and shall not disclose the foregoing to any third party (other than any employee, agent, director, officer, consultant or contractor and on a "need to know" basis under suitable agreements of confidentiality with such parties) or use the same for purposes other than those set forth herein.
8.1.1 Each Party shall make no use whatsoever, directly or indirectly, of any Confidential Information of the other Party, except as required in connection with the performance of its obligations under this Agreement and in accordance with its terms.
8.1.2 Upon either Party's request at any time and for any reason, the other Party shall immediately deliver to the Party so requesting all materials (including all copies) in its possession which contain Confidential Information of that Party.
