Confidentiality of Draft Specification Sample Clauses

Confidentiality of Draft Specification. Until FDX adopts each Final Specification(s) and makes it generally publicly available, each Member will maintain all versions and revisions of the Draft Specifications and any other information designated as confidential (“Confidential Material”) in confidence with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances and will not use, disclose or copy the Confidential Material except as necessary for its employees or contractors with a need to know to evaluate and comment thereon. Each Member shall mark any copies it makes “confidential,” “proprietary” or with a similar legend and shall reproduce all copyright notices and disclaimers therein. Unless the parties agree otherwise, this obligation of confidentiality will expire two (2) years from the date of disclosure to such Member. Notwithstanding the foregoing, Confidential Material shall not include any information that is (a) in the public domain other than by a breach of a duty to the disclosing party; (b) received from a third party without any obligation of confidentiality; (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (d) independently developed by employees of the receiving party; or (e) generally made available to third parties by the disclosing party without restrictions on disclosure.
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Related to Confidentiality of Draft Specification

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.

  • Confidentiality; Publicity The Property Owners agree that this Agreement shall not be recorded in any public real estate registry. Transferee agrees to maintain in confidence through Closing, unless otherwise required by applicable Law, reporting requirements or accounting or auditing standards to disclose, all material and information received from the Property Owners or otherwise regarding the Property. In the event the parties' obligations to complete the transaction contemplated by this Agreement are terminated, upon Property Owners' written request, Transferee shall promptly return to the Property Owners, or destroy, all materials delivered to Transferee by the Property Owners and all copies thereof. The Property Owners and Transferee agree that, prior to the Closing Date, none of them, without the prior written consent of the other, shall publicly or privately reveal any information relating to the existence or terms and conditions of the transaction contemplated hereby, except as permitted below in this Section or in any other Confidentiality Agreement entered into by of the parties hereto. The parties agree that nothing in this Section shall prevent a party from disclosing any information otherwise deemed confidential under this Section (i) in connection with its enforcement of its rights hereunder, or (ii) pursuant to any legal requirement, including, without limitation, any Securities Laws, any reporting requirement or any accounting or auditing standard or any court order. The Property Owners and Transferee further agree that nothing in this Section shall prevent any of them from disclosing any information otherwise deemed confidential under this Section to its respective agents, employees, counsel and other third parties to the extent reasonably necessary to perform due diligence and complete the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, all publicity concerning the transaction contemplated by this Agreement shall be subject to the reasonable approval of Transferee and the Property Owners. This provision shall survive termination of this Agreement.

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