Confidentiality of Confidential Information. Subject to the terms and conditions hereof, during the Cooperation Period, each New Director may share and discuss Confidential Information (other than Competitively Sensitive Information) with the Investors. The Investors agree, and agree to cause their Representatives, to keep all Confidential Information strictly confidential and not disclose Confidential Information to any Person other than those of their Representatives who need to know such Confidential Information to assist an Investor for the purpose of advising on its investment in the Company or as otherwise permitted by this Agreement; provided, however, that with respect to any such disclosure of Confidential Information, the Investors shall furnish to such Representative only that portion of the Confidential Information necessary for the purpose of advising on its investment in the Company or as otherwise permitted by this Agreement. Before providing access to Confidential Information to any Representative, the Investor shall inform such Representative of the contents of this Agreement and the confidentiality of the Confidential Information, and shall advise such Representative that, by accepting possession of or access to such information, such Representative is agreeing to be bound by this Agreement. The Investors shall instruct their Representatives to observe the terms of this Agreement and shall be responsible for any breach of this Agreement by any of their Representatives.
Confidentiality of Confidential Information. Recipient agrees to receive and hold the Confidential Information (whether received from Puma or any of its Representatives) in strict confidence and not to disclose it to any third party without the express written consent of Puma other than to Recipient’s Representatives (who are provided with a copy of this Agreement and who agree to be bound by the terms of this Agreement, and Recipient shall be responsible for any breach of the terms of this Agreement by its Representatives) for the limited purpose of deciding whether to go forward with the Transaction and shall not use any such Confidential Information except pursuant to and in the course of deciding to go forward with the Transaction. Recipient shall (and shall cause its Representatives to) take all security precautions to protect from disclosure and keep confidential the Confidential Information as it takes in respect of its own confidential information, including without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions on access by other persons to such Confidential Information. This Agreement shall apply to all the Confidential Information disclosed to Recipient or any of its Representatives, without regard to whether such disclosure is by means of written documents, oral communication, or otherwise. Recipient acknowledges that the Confidential Information is confidential to Puma and that Recipient has no rights or interest in the Confidential Information and shall not use any part of the Confidential Information for its own benefit except as specifically set forth in this Agreement. The fact that Recipient is in the process of evaluating and possibly acquiring certain rights and obligations of Puma in the Properties, and any of the terms, conditions or other facts with respect to a possible Transaction, including the status of any negotiations, shall likewise be kept strictly confidential by the Recipient for the term of this Agreement.
Confidentiality of Confidential Information. MAKO will hold the terms of this Agreement and all non-public information relating to the Licensed Patents in confidence, and will take precautions at least as conscientious as those it implements to maintain and protect the confidentiality of its own patent-related information, except that MAKO may disclose such terms to its attorneys, accountants and legal advisors as MAKO deems necessary.
Confidentiality of Confidential Information. (i) Executive acknowledges the highly competitive nature of the business of Company and its affiliates as a provider of healthcare ancillary services and products and that, upon execution of this Agreement as an essential support to the conduct of his duties, Company shall provide Executive with immediate access to and provision of, Confidential Information of the Company, its subsidiaries, and affiliates. Executive agrees that the Confidential Information, by its nature, would cause substantial harm to Company’s and Company’s affiliates business and prospects, financial and otherwise, if disclosed or utilized outside of the conduct of the business of the Company.
(ii) In exchange for the Company’s agreement to provide Executive immediate access to Company’s Confidential Information and the further provision of such Confidential Information during the Employment Term, Executive agrees not to (whether during or after Executive’s employment with the Company): (i) retain or use for the benefit, purposes or account of Executive or any other Person; or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any such Confidential Information without the prior written authorization of the Board.
(iii) Further, except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided that Executive may disclose to any prospective future employer the provisions of Sections 7, 8 and 9 only, of this Agreement if they agree to maintain the confidentiality of such terms.
(iv) Upon termination of Executive’s employment with Company for any reason, Executive shall: (ii) cease and refrain using any Confidential Information or Company’s intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (ii) immediately destroy, delete, or return to the Company in good condition if Company so requests, all Company property, including, without limitation, computers, personal digital assistants, laptops, software, hardware, passkeys and passwords, and all originals and copies in any form or medium (including memoranda, books, papers, plans, analyses, computer...
Confidentiality of Confidential Information. The parties agree to hold Confidential Information in confidence, agree to provide a high level of care and security in its treatment of the Confidential Information, and agree not to copy, transfer or disclose, or allow copying, transfer or disclosure of any such Confidential Information or any information related to such Confidential Information, directly or indirectly, at any time during or after the term of this Agreement. The parties agree not to use or exploit the Confidential Information for any purposes other than for the purposes of enabling Consultant to perform the required Project. The restrictions set forth in this paragraph do not apply to information generally known or which becomes known in the trade or which is or becomes public domain information through no fault of the Receiving Party, information which constitutes part of the general knowledge and skill of the Receiving Party, information that the Receiving Party receives from a source other than from the Disclosing Party, and information which is or was independently developed by employees or agents of the Receiving Party.
Confidentiality of Confidential Information. During the term of any association between the Partners or their respective Affiliates and at all times following the termination of this association (including the dissolution of the Company), no Partner or any Affiliate of any Partner who will receive any Owner’s Confidential Information (Recipient) will use or disclose, directly or indirectly, or cause or permit any Affiliate of the Recipient to use or disclose, directly or indirectly, the Owner’s Confidential Information, except as necessary in connection with the business of the Company, and then only after reasonable and appropriate measures are taken by the Recipient that are satisfactory to the Owner to protect the confidential and proprietary nature of the Confidential Information. All Confidential Information is and will be at all times the sole and exclusive property of the Owner, and, on the request of the Owner, from time to time, and in any case on the termination of this association (including on the dissolution of the Company), the Recipient will immediately return or cause to be returned to the Owner any and all Confidential Information and any and all copies.
Confidentiality of Confidential Information. Consultant acknowledges and agrees that the terms of the confidentiality agreement already entered into between Consultant and ReSound and dated April 12, 1996, a copy of which is attached hereto as Exhibit A, shall apply to Consultant's performance of the consulting tasks under this Agreement.
Confidentiality of Confidential Information. Ownership of Intellectual Property
Confidentiality of Confidential Information. The Parties agree to hold, and use their respective commercially reasonable efforts to cause their respective Affiliates and any representatives to hold, all Confidential Information of the other Party in strict confidence from, and not to disclose any such Confidential Information to, any Person (other than any such Affiliate), unless (i) compelled to disclose by judicial or administrative process or by other requirements of Law or requests of Governmental Authorities in connection with any audit, examination or investigation by such Governmental Authorities, (ii) disclosed in any action or proceeding brought by a Party in pursuit of its rights or in the exercise of its remedies under this Agreement, (iii) disclosed only to the extent necessary to administer or service the Policies, or to perform any act or services required or contemplated under this Agreement, or (iv) as otherwise allowed under this Agreement. However, either Party may disclose Confidential Information to those of its representatives who have a need to know such information in connection with this Agreement and the performance of such Party’s obligations under this Agreement, or in connection with related financing, or administrative or servicing arrangements, it being understood that such representatives shall have been informed of this Agreement and directed to handle the Confidential Information in accordance with the terms of this Agreement. In any event, the receiving Party of any Confidential Information of the disclosing Party shall be responsible for any breach of this Agreement by it or any of its employees, agents or representatives. The obligation to preserve the confidentiality of the Confidential Information shall survive expiration or termination of this Agreement to the extent any such Confidential Information remains in the possession of the Party receiving the Confidential Information of the other Party.
Confidentiality of Confidential Information. As used in this Agreement, "
