Confidentiality Maintained. (a) Each Party (the "disclosing Party") has a proprietary interest in information which it discloses to the other Party (the "receiving Party"), whether in connection with this Agreement or otherwise, which is (i) a trade secret, confidential or proprietary information, (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure (hereinafter referred to as "Proprietary Information"). The receiving Party shall disclose the Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the receiving Party to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving Party, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties pursuant to this Agreement. The receiving Party shall, at its expense, return to the disclosing Party the Proprietary Information of the disclosing Party as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all such Proprietary Information shall remain the exclusive property of the disclosing Party. This Section 12 shall also apply to any consultants or subcontractors that the receiving Party may engage in connection with its obligations under this Agreement.
(b) Notwithstanding anything contained in this Agreement to the contrary, the receiving Party shall not be liable for a disclosure of the Proprietary Information of the disclosing Party if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party from a source other than the disclosing Party at the time of disclosure by the disclosing Party to the receiving Party and can be so demonstrated; or (iii) becomes known to the receiving Party from a source other than the disclosing Party without breach of this Agreement by the receiving Party and can be so demonstrated; or (iv) was disclosed pursuant to co...
Confidentiality Maintained. Each party agrees that the other party hereto has a proprietary interest in its Confidential Information. All disclosures to the receiving party, its agency and employees shall be held in strict confidence by such receiving party, its agents and employees, and such receiving party shall disclose the Confidential information only to those of its agents and employees to whom it is necessary in order to carry out their duties as limited by the terms and conditions hereof. The receiving party shall not use the other party's Confidential Information except for the purposes of exercising its rights and carrying out its duties hereunder. The provisions of this paragraph 6.1 shall also apply to any consultants or subcontractors that the receiving party may engage in connection with its obligations under this Agreement.
Confidentiality Maintained. 13 6.2 Information in Connection with Sale . . . . . . . . . . . . . .13 6.3
Confidentiality Maintained. The Consultant covenants and agrees with EYI during the term of this Agreement and at all times after the termination of this Agreement to:
(a) keep all Confidential Information in the strictest confidence;
(b) treated all Confidential Information with at least the same level of protection as consultant gives its own confidential information of similar nature, but no less than a reasonable level of protection.
(c) promptly notify EYI if the Consultant becomes aware of any unauthorized disclosure or use of the Confidential Information
(d) hold all Confidential Information in trust for EYI; and
(e) not to directly, indirectly or in any other manner:
(i) publish or in any way participate or assist in the publishing of any Confidential Information;
(ii) utilize any Confidential Information, except as may be required for and in the course of the business of EYI; and
(iii) disclose or assist in the disclosure of any Confidential Information to any person, firm or corporation.
Confidentiality Maintained. The Employee is or will be employed in a position which is directly involved in the development and conduct of the Company’s business, and in such capacity the Company will provide Employee access to and Employee will gain knowledge of the Company’s Confidential and Proprietary Information. The Employee shall both during and after his employment by the Company preserve, protect and hold in strictest confidence the Company’s Confidential and Proprietary Information. The Employee will at all times, during and after the term of this Agreement, strictly observe and comply with the terms of any confidentiality or similar agreements between the Company and its clients.
Confidentiality Maintained. The Employee is employed in a position which is directly involved in the development and conduct of the Company’s business, and in such capacity the Employee has been, and in the future will be, provided access to, and will gain knowledge of, the Company’s Confidential and Proprietary Information. The Employee covenants that both during his employment by the Company and, except as otherwise provided in this Agreement, for a period of two (2) years after the Employee’s termination of his employment with the Company, he shall preserve, protect and hold in strictest confidence the Company’s Confidential and Proprietary Information.
Confidentiality Maintained. Each party agrees that the other party hereto has a proprietary interest in its Confidential Information. During the term of this Agreement and for a period of three years thereafter, all disclosures of Confidential Information to the receiving party, its agents and employees shall be held in strict confidence by such receiving party; its agents and employees, and such receiving party shall disclose the Confidential Information only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. During the term of this Agreement and for a period of three years thereafter the receiving party shall not use the Confidential Information except for the purposes of exercising its rights and carrying out its duties hereunder. The provisions of this Section 8.1 shall also apply to any consultants or subcontractors during the term of this Agreement and for three years thereafter that the receiving party may engage in connection with its obligations under this Agreement. Before providing Confidential Information to any such consultant or subcontractor, the receiving party shall obtain a signed undertaking whereby such consultant or subcontractor agrees to be bound by and comply with terms substantially equivalent to and to the same effect as this Article 8.
Confidentiality Maintained. Each party agrees that it will treat all verbal and written communications from the other party which are designated, or which should reasonably be regarded from a commercial view, as constituting business secrets or proprietary information ("Proprietary Information"). Each party agrees to refrain from disclosing or making available to any third party any of the other party's Proprietary Information without the other party's written consent and to impose upon its employees and agents the same obligations with respect to the other party's Proprietary Information as it employs with respect to its own confidential information. No such obligation of confidentiality will extend to information which is (i) publicly available; (ii) is independently developed by the receiving party; (iii) is already in the receiving party's possession; or (iv) is rightfully received from a third party.
Confidentiality Maintained. Each Party hereto has a proprietary interest in its own Confidential Information. During and after the term of this Agreement, all disclosures of the Confidential Information of a Party (the "disclosing Party") to the other Party (the "receiving Party"), its agents and employees shall be held in strict confidence by such receiving Party, which shall disclose such Confidential Information only to those of its agents and employees to whom it is necessary in order to properly carry out their duties as limited by the terms and conditions hereof. During and after the term of this Agreement, the receiving Party shall not use such Confidential Information except for the purposes of exercising its rights and carrying out its duties hereunder or except to the extent the licenses granted under this Agreement have been fully paid up in accordance with Article 6 of this Agreement. This
Section 9.1 shall also apply to any consultants or subcontractors during and after the term of this Agreement, that the receiving Party may engage in connection with its obligations under this Agreement.
Confidentiality Maintained. Licensee agrees that Licensor has a proprietary interest in its respective Confidential Information. During and after the term of this Agreement, all disclosures of Confidential Information to Licensee, its agents and employees shall be held in strict confidence by Licensee, its agents and employees and such disclosures shall not be used for any purpose not specifically authorized in this Agreement. Licensee shall disclose the Confidential Information only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. During and after the term of this Agreement, Licensee shall not use the Confidential Information except for the purposes of exercising its rights and carrying out its duties hereunder. The provisions of this Section 5.1 shall also apply to any sub-licensees, consultants or subcontractors that Licensee may engage in connection with its obligations under this Agreement.
