Confidentiality of Trade Secrets. Distributor agrees that all confidential information received from BARTECH, including without limitation all technical information and service manuals, is and shall remain the property of BARTECH and any and all confidential information of BARTECH may not be copied, reproduced or transferred or disclosed without the prior written consent of BARTECH. Distributor shall return at Distributor's expenses all confidential information to BARTECH at BARTECH' request or upon expiration or termination of this Agreement as provided in paragraph 19 hereof. Distributor shall take all necessary and appropriate action to prevent the unauthorized use or distribution of BARTECH' confidential information.
Confidentiality of Trade Secrets. Each party hereto agrees not to use, copy or disclose the Trade Secrets of the other party, except as permitted by this Assets Purchase Agreement and the other Transaction Documents. Each party shall treat the other's Trade Secrets with at least that degree of care it uses with respect to its own such Trade Secrets. SBCL will give access to its Trade Secrets relating to its provision of Lab EDI Services to those ActaMed personnel who have a need for such access and to no other Person whatsoever. ActaMed will give access to its Trade Secrets relating to the provision of Lab EDI Services to those SBCL personnel who have a need for such access and to no other Person whatsoever. The requirements herein contained with respect to non-disclosure and non-use and protection of each party's Trade Secrets shall permanently survive termination of any other provisions of this Assets Purchase Agreement or the other Transaction Documents. If any party is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Trade Secrets, or if it is served with or otherwise becomes aware of a motion or similar request that such an order be issued, then such party will not be liable to the other party for disclosure of Trade Secrets required by such order if the disclosing party complies with the following requirements: (1) if an already issued order calls for immediate disclosure, then the disclosing party shall immediately move for or otherwise request a stay of such order to permit the other [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. party to respond; (2) the disclosing party promptly notifies the other party of the motion or order; and (3) the disclosing party does not oppose a motion or similar request by the other party for an order protecting the Trade Secrets including joining or agreeing to (or non-opposition to) a motion for leave to intervene by such other party. Notwithstanding anything to the contrary contained in this Assets Purchase Agreement, SBCL may disclose to the Office of Inspector General of the Department of Health and Human Services (the "OIG") as part of the disclosure SBCL makes under its Integrity Agreement the fact that SBCL and ActaMed have entered into the transactions contemplated by the parties and any information relating to such transaction or this Assets Purchase Agr...
Confidentiality of Trade Secrets. (a) Executive shall not, at any time on or after the date of this Agreement, disclose, directly or indirectly, to any person or entity or use for Executive's own benefit any trade secrets or confidential information relating to the Company's business, operations, marketing data, business plans, strategies, employees, negotiations and contracts with other companies, or any other subject matter pertaining to the business of the Company or any of its clients, customers, consultants or licensees, known, learned or acquired by Executive during the period of Executive's employment by the Company (collectively, "Confidential Information").
(b) Executive shall promptly deliver to the Company upon execution of this Agreement or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints, Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies of such material which Executive may then possess or have under Executive's control,. Upon termination of Executive's employment by the Company pursuant to this Agreement, Executive shall not take any document, data or other material of any nature containing or pertaining to the proprietary information of the Company.
Confidentiality of Trade Secrets. Knight, the Management Group, and the Company each acknowledges the confidential and proprietary nature of the Trade Secrets (as that term is defined in Section 7.05(d)) of each other and agree not to reveal or disclose any such Trade Secrets for any purpose to any other party, or to use any Trade Secrets, in each case, without the prior written consent of the owner of such Trade Secrets. Each of Knight, the Management Group, and the Company shall maintain adequate security procedures and take reasonable precautions to prevent misuse, unauthorized or inadvertent disclosure or loss of the Trade Secrets of each other, or the use of the Trade Secrets in any unauthorized manner. Each of Knight, the Management Group, and the Company shall inform all employees with access to the Trade Secrets of another that the information is confidential. Knight, the Management Group, and the Company shall provide notification as soon as practicable of any misuse, unauthorized or inadvertent disclosure or loss of Trade Secret information of the other.
Confidentiality of Trade Secrets. PQT agrees that all confidential information received from TAL, including without limitation all technical information and service manuals received in training sessions, is and shall remain the property and confidential information of TAL. Similarly, TAL agrees that all confidential information received from PQT is and shall remain the property and confidential information of PQT. Both parties agree, on behalf of themselves and their employees, to use their best efforts to maintain such information in the strictest confidence and not to disclose the same to any third party, including their employees not having a need to know. Neither party shall copy or reproduce any such confidential information without the prior written approval of the other. Both parties agree to obtain from each of its employees having access to such information a written agreement that states that the employee has been informed of the confidential nature of such information and that the employee agrees to maintain such information in confidence. Each party further agrees to return all such information and all copies thereof to the other immediately upon termination of this Agreement. The obligations of confidence set forth hereinabove, however, shall impose no obligation upon either party with respect to any confidential information which: (i) is now or which subsequently becomes generally known or available by publication, commercial use or otherwise; (ii) is known by the receiving party at the time of receiving such information; (iii) is furnished to third parties without restriction on disclosure; (iv) is subsequently rightfully furnished by a third party without a restriction on disclosure; or (v) is independently developed by PQT or TAL, provided that the person or persons developing same have not had access to the confidential information. Nothing contained herein shall obligate PQT to return to TAL any service manuals which were purchased by PQT from TAL at the then prevailing distributor fee. The obligations set forth in this Paragraph 20 shall survive the expiration of or any earlier termination of this Agreement.
Confidentiality of Trade Secrets. Each Licensee shall, and shall cause its Group Companies and other permitted sublicensees to, maintain the confidentiality of, (a) with respect to RRD, its Group Companies and its other permitted sublicensees, the DFS Licensed Trade Secrets and (b) with respect to DFS, its Group Companies and its other permitted sublicensees, the RRD Licensed Trade Secrets, in each case of clauses (a) and (b), in a manner that is appropriate and otherwise consistent with such Licensee’s treatment of its own trade secrets, confidential information or other proprietary know-how of a similar nature.
Confidentiality of Trade Secrets. The Franchisee agrees that all materials made available to the Franchise and all disclosures made to the Franchisee, and not to the general public, by or at the direction of BKC at any time before or during the term of this Agreement, including the MOD Manual in its entirety and any translations thereof, are to be considered trade secrets of BKC for purpose of this Agreement and shall be kept confidential and used by the Franchisee only in the operation of the Franchised Restaurant and other licensed Burger King Restaurants. The Franchise agrees not to divulge any of the trade secrets to any person other than the Franchisee's employees and then only to the extent necessary for the operation of the Franchised Restaurant, an d not to permit anyone to reproduce, copy or exhibit any portion of the MOD Manual or any other confidential or proprietary information received from BKC, except for translating from English to the language of the country in which the Franchised Restaurant is located, if the Franchisee's employees cannot read and understand English.
Confidentiality of Trade Secrets. Distributor agrees that all confidential information received from Xxxxxxxx, including without limitation all technical information and service manuals received in training sessions, is and shall remain the property and confidential information of Xxxxxxxx or the CBOT. Similarly, Xxxxxxxx agrees that all confidential information received from Distributor is and shall remain the property and confidential information of Distributor. Both parties agree, on behalf of themselves and their employees, to use their best efforts to maintain such information in the strictest confidence and not to disclose the same to any third party, including their employees not having a need to know. Neither party shall copy or reproduce any such confidential information without the prior written approval of the other. Both parties agree to obtain from each of its employees having access to such information a written agreement that states that the employee has been informed of the confidential nature of such information and that the employee agrees to maintain such information in confidence. Each party further agrees to return all such information and all copies thereof to the other immediately upon termination of this Agreement. The obligations of confidence set forth hereinabove, however, shall impose no obligation upon either party with respect to any confidential information which: (i) is now or which subsequently becomes generally known or available by publication, commercial use or otherwise; (ii) is known by the receiving party at the time of receiving such information; (iii) is furnished to third parties without restriction on disclosure; (iv) is subsequently rightfully furnished by a third party without a restriction on disclosure; or (v) is independently developed by Distributor or Xxxxxxxx, provided that the person or persons developing same have not had access to the confidential information. Nothing contained herein shall obligate Distributor to return to Xxxxxxxx any service manuals which were purchased by Distributor from Xxxxxxxx at the then prevailing Distributor price. The obligations set forth in this paragraph shall survive the expiration or any earlier termination of this Agreement.
Confidentiality of Trade Secrets. The Optionee agrees that in the course of employment with the Company, the Optionee has learned various Trade Secrets possessed by the Company. "Trade Secret" means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (1) the Company derives economic value, actual or potential, from not being known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Accordingly, in consideration for the rights granted the Optionee hereunder, the Optionee agrees to maintain the confidentiality of the Company's Trade Secrets while employed with the Company, and for as long thereafter as each particular Trade Secret remains a Trade Secret pursuant to this Agreement or applicable law. Nothing in this Agreement shall limit the definition of the term "Trade Secret" or any similar term under applicable law.
Confidentiality of Trade Secrets. The parties hereto shall hold the Trade Secrets in confidence, shall reproduce the Trade Secrets only to the extent necessary or desirable for the exercise of its rights hereunder or for further research and development related to the Trade Secrets and shall restrict disclosure of such Trade Secrets to those individuals who have a reasonable need to know, provided, however, that confidentiality obligations hereunder shall not apply to any Trade Secrets which (a) have been or become published or otherwise known to the public or in the industry through no breach of this Agreement on the part of a party, (b) are independently developed by the Licensee or its Related Companies without the use of or reference to any Trade Secrets provided by Licensor, or (c) are required to be disclosed pursuant to a valid and proper requirement of a governmental agency or court of competent jurisdiction. The parties shall use reasonable efforts to provide each other with prompt written notice of any requirement of a governmental agency or court to disclose such Trade Secrets after receipt of written notice thereof and shall use reasonable efforts to assist the other party in preventing such disclosure or limiting the disclosure, if prevention is not possible.
