Confidentiality of Company Information. Placement Agent, and its officers, directors, employees and agents shall maintain in strict confidence and not copy, disclose or transfer to any other party (a) all confidential business and financial information regarding the Company and its affiliates, including without limitation, projections, business plans, marketing plans, product development plans, pricing, costs, customer, vendor and supplier lists and identification, channels of distribution, and terms of identification of proposed or actual contracts and (b) all confidential technology of the Company. In furtherance of the foregoing, Placement Agent agrees that it shall not transfer, transmit, distribute, download or communicate, in any electronic, digitized or other form or media, any of the confidential technology of the Company. The foregoing is not intended to preclude the Placement Agent from utilizing, subject to the terms and conditions of this Agreement, the Offering Materials or other documents prepared or approved by the Company for use in the Offering. All communications regarding any possible transactions, requests for due diligence or other information, requests for facility tours, product demonstrations or management meetings, will be submitted or directed to the Company, and Placement Agent shall not contact any employees, customers, suppliers or contractors of the Company or its affiliates without express permission. Nothing herein shall constitute a grant of authority to Placement Agent or any representatives thereof to remove, examine or copy any particular document or types of information regarding the Company, and the Company shall retain control over the particular documents or items to be provided, examined or copied. If the Offering is not consummated, or if at any time the Company so requests, Placement Agent and its representatives will return to the Company all copies of information regarding the Company in their possession. The provisions of this Section shall survive any termination hereof.
Confidentiality of Company Information. MBA, and its officers, directors, employees and agents shall maintain in strict confidence and not copy, disclose or transfer to any other party (1) all confidential business and financial information regarding the Company and its affiliates, including without limitation, projections, business plans, marketing plans, product development plans, pricing, costs, customer, vendor and supplier lists and identification, channels of distribution, and terms of identification of proposed or actual contracts and (2) all confidential technology of the Company. In furtherance of the foregoing, MBA agrees that it shall not transfer, transmit, distribute, download or communicate, in any electronic, digitized or other form or media, any of the confidential technology of the Company. The foregoing is not intended to preclude MBA from utilizing, subject to the terms and conditions of this Agreement, the Private Placement or Offering Memorandum and/or other documents prepared or approved by the Company. Further, the Company must approve the Private Placement or Offering Memorandum, being prepared by MBA, before it is mailed to prospective Investors or parties to a Transaction. All communications regarding any possible transactions, requests for due diligence or other information, requests for facility tours, product demonstrations or management meetings, will be submitted or directed to the Company, and MBA shall not contact any employees, customers, suppliers or contractors of the Company or its affiliates without express permission. Nothing in this Agreement shall constitute a grant of authority to MBA or any representatives thereof to remove, examine or copy any particular document or types of information regarding the Company, and the Company shall retain control over the particular documents or items to be provided, examined or copied. If a Private Placement or a Transaction is not consummated, or if at any time the Company so requests, MBA and its representatives will return to the Company all copies of information regarding the Company in their possession. The provisions of this Section shall survive any termination of this Agreement.
Confidentiality of Company Information. This Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as su...
Confidentiality of Company Information. 23.2. As a general matter, all information relating to the company’s business that has not been publicly disclosed is confidential, subject to the exceptions listed below.
Confidentiality of Company Information. The Executive shall continue to abide by HCC’s confidentiality policies, including those imposed on him by virtue of his consulting relationship with the Company. The Executive will not at any time disclose to anyone, including, without limitation, any person, firm, corporation, or other entity, or publish, or use for any purpose, any Confidential Information, except as HCC directs and authorizes, or pursuant and subject to his obligations as a Director of HCC. The Executive shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the “Confidential Information” and agrees to immediately notify HCC in the event of any unauthorized use or disclosure of the Confidential Information. Confidential Information includes, without limitation, all of HCC’s technical and business information, which is of a confidential, trade secret or proprietary character; lists of customers; identity of customers; identity of prospective customers; contract terms; bidding information and strategies; pricing methods or information; photographs; internal policies, procedures, communications and reports; computer software; computer software methods and documentation; graphic designs; hardware; HCC’s methods of operation; the procedures, forms and techniques used in servicing accounts; and other information or documents that HCC requires to be maintained in confidence for HCC’s continued business success or any other information defined as “Confidential Information” in the Amended Employment Agreement. Confidential Information does not include any information that is readily available to the public or, upon reasonable investigation, is readily ascertainable in the public domain.
Confidentiality of Company Information. Each Qualified Holder -------------------------------------- agrees that it will keep confidential and will not disclose or divulge any confidential, proprietary or secret information which such Qualified Holder may obtain from the Company, and which the Company has prominently marked "confidential", "proprietary" or "secret" or has otherwise identified as being such, pursuant to financial statements, reports and other materials submitted by the Company as required hereunder, unless such information is or becomes known to the Qualified Holder from a source other than the Company without violation of any rights of the Company, or is or becomes publicly known, or unless the Company gives its written consent to the Qualified Holder's release of such information, except that no such written consent shall be required (and the Qualified Holder shall be free to release such information to such recipient) if such information is to be provided to a Qualified Holder's counsel or accountant (and the provision of such information is directly necessary in order for such recipient to provide services to Qualified Holder), or to an officer, director or partner of a Qualified Holder, provided that the Qualified Holder shall inform the recipient of the confidential nature of such information, and such recipient agrees in writing in advance of disclosure to treat the information as confidential.
Confidentiality of Company Information. Prior to the start of the graduation project, the company should arrange with the student on how to differentiate between public information, Confidential Company Information and Secret Company Information having noticed by the student during his/her presence at the company as well as how to deal with this information in the communication with TU Delft and third parties. Ifthe foregoing does apply, these conditions will be included in the graduation agreement between the company and the student. The student may share the Confidential Company Information with TU Delft. In case the thesis supervisor and the examination board of TU Delft are of the opinion that the graduation thesis cannot be evaluated properly due to the lack of Secret Company Information, TU Delft and company shall enter into discussion on how to reach a reasonably and fairly solution within a reasonable timeframe. The company is not allowed to impose fines on the student for any breach of the confidentiality obligations, but in case of such breach the company may claim compensation of damages from the student to be determined by a Dutch court. Parties shall keep the Confidential Company Information and the Confidential Information received from each other, although via the student or not, confidential for 5 years following the termination date of the graduation project if such information is marked, in writing, as confidential; if it is evident due to the nature of the information that it is confidential; or if it is reasonably evident that such information should be considered as confidential. Parties may not publish Confidential Company Information or Confidential Information received without having obtained prior written consent from the disclosing party. This obligation of confidentiality does not apply to information that was already in public, or when the party concerned can proof that the Confidential Company Information or Confidential Information was already known before the information was disclosed, or when the party concerned can proof that the information was acquired from a third party and this party was not bound by confidentiality of the Confidential Company Information or the Confidential Information.
Confidentiality of Company Information. (a) A Member will not be deemed to violate its Subscription Agreement or this Agreement if it discloses information relating to the Company (i) to any of its officers, directors, employees or Expanded Affiliates who need to know such information in order to fulfil their responsibilities in connection with such Member’s investment in the Company, (ii) to any Qatari government entities or the Amiri Diwan of the State of Qatar, the State Audit Bureau or other governing bodies having competent jurisdiction over such Member, (iii) to QIA or any of its employees, officers, directors, advisors or attorneys who need to know such information in order to fulfil their responsibilities in connection with the operation of such Member or QIA with respect to such Member’s investment in the Company, (iv) to any other governmental body having competent jurisdiction over such Member or QIA or (v) as required by law, regulation or legal process or pursuant to the request of any regulatory body, self-regulatory body, securities exchange or tax authority (including, without limitation, in the course of enforcing such Member’s rights under the its Subscription Agreement or this Agreement); provided that, with respect to disclosures pursuant to sub-clause (i) and (iii) above, such Member informs such Persons of the confidential nature of the information and such Persons agree to treat the information as confidential or such Persons are otherwise required to treat such information as confidential pursuant to applicable law or the contract of employment, appointment, engagement or similar. A Member shall not be obliged to (A) seek legal advice prior to disclosure of any information relating to the Company to any of the persons or entities listed in this Paragraph 5(a) or (B) provide any notice of any disclosure to any governmental body in Qatar.
Confidentiality of Company Information. The Employee shall not, at any time during or after employment with the Company, make any unauthorized disclosure of any confidential business or proprietary information or trade secrets of the Company, or make any use thereof, except as required for the Employee to carry out the Employee’s job responsibilities with the Company.
Confidentiality of Company Information. (a) From and after the Closing, (i) the Seller will treat confidentially and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with the Transaction Documents and the transactions contemplated thereby and (ii) promptly following the request of the Company or the Purchaser, the Seller shall either deliver to the Company or, at the election of the Seller, destroy all tangible embodiments (and all copies) of the Confidential Information that are in its possession; provided, that such destruction shall be confirmed in writing to the Company by an officer or manager of the Seller.
