Common use of Confidentiality Provision Clause in Contracts

Confidentiality Provision. (a) Each party (any disclosing party, the “Disclosing Party” and any receiving party, the “Recipient”) agrees that it will use the Confidential Information (as defined below) of the Disclosing Party solely for the purpose of the transactions evidenced by this Agreement and agrees not to disclose to any third party any such Confidential Information now or hereafter received or obtained by it without the Disclosing Party’s prior written consent; provided, however, that it may disclose such Confidential Information: (i) to its affiliates, subsidiaries, directors, officers, employees, investors, agents and prospective transferees of any of the Purchased Notes or Purchased Warrants with a need to know the Confidential Information for the purposes of the transactions evidenced by this Agreement; (ii) to its accountants, attorneys and other confidential advisors (collectively “Confidential Advisors”) who need to know such information for the purpose of assisting it in connection with the transactions evidenced by this Agreement; (iii) to the extent (A) required by applicable law, rule, regulation, subpoena or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over such Recipient; provided, that, in the case of the foregoing clause (A) and clause (B), the Recipient will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the other party of its intention to make any such disclosure prior to making such disclosure; or (iv) to the extent that such information has been independently acquired or developed by the Recipient without violating any of its respective obligations under this Agreement. Each party agrees to be responsible for any breach of this Agreement by its affiliates and Confidential Advisors and agrees that its affiliates and Confidential Advisors will be advised by it of the confidential nature of such information. (b) Notwithstanding anything herein to the contrary, if a Recipient or any of its affiliates or Confidential Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the transactions evidenced by this Agreement), then the Recipient or any such affiliates or Confidential Advisors, as applicable, may disclose such Confidential Information, in which case such Recipient or any such affiliates or Confidential Advisors, as applicable, shall, to the extent legally permissible, promptly notify the Disclosing Party of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. Each Recipient agrees to use commercially reasonable efforts to assist the Disclosing Party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, such Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by its counsel that it is legally compelled to disclose; provided, that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom such Confidential Information was disclosed. (c) Notwithstanding anything herein to the contrary, it is understood that a Recipient or its affiliates may disclose the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination or other inquiry of the Recipient and its affiliates by a bank examiner or other regulatory authority without any notice to the other party.

Confidentiality Provision. (a) Each party (any disclosing partyThe Parties agree that all seismic, geological, geophysical and well data acquired from the “Disclosing Party” effective date hereof until June 30, 2003 shall be treated as confidential and any receiving party, the “Recipient”) agrees that it will use the Confidential Information (as defined below) exclusive property of the Disclosing Party solely Parties hereto. No seismic, geological, geophysical or well data shall be shown, conveyed, furnished, given or sold to third Parties without the prior written consent of all Parties who participated in the acquisition of such data. The sale of any data shall be for the purpose joint account of the transactions evidenced Parties who participated in the acquisition of such data and the proceeds from any such sale shall be promptly distributed to the Parties in the proportion that each shared in the cost thereof. These restrictions shall not apply to information which is required to be disclosed by law or the rules of any governmental agency having jurisdiction or is furnished to a bona fide affiliate, bona fide prospective purchaser, mortgagee, prospective mortgagee, lender, prospective lender, attorney or consultant for evaluation or reserve determination purposes nor shall they apply to the distribution of periodic drilling status reports to PI and/or Dwight's (unless any party including third parties to this Agreement participating in the well objects in writing to the Operator to said release) and well sample data which may be released to a bona fide sample library (unless any party participating in the well objects in writing to the Operator to said release); provided, that the disclosing Party advises the party receiving such data of the confidentiality obligations under this Agreement and agrees not to disclose to any third party any such Confidential Information now or hereafter received or obtained by it without the Disclosing Party’s prior written consent; provided, however, that it may disclose such Confidential Information: (i) to its affiliates, subsidiaries, directors, officers, employees, investors, agents and prospective transferees of any of the Purchased Notes or Purchased Warrants with a need to know the Confidential Information for the purposes of the transactions evidenced by this Agreement; (ii) to its accountants, attorneys and other confidential advisors (collectively “Confidential Advisors”) who need to know such information for the purpose of assisting it in connection with the transactions evidenced by this Agreement; (iii) to the extent (A) required by applicable law, rule, regulation, subpoena or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over such Recipient; provided, that, in the case of the foregoing clause (A) and clause (B), the Recipient will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the other party of its intention to make any such disclosure prior to making such disclosure; or (iv) to the extent that such information has been independently acquired or developed by the Recipient without violating any of its respective obligations under this Agreement. Each party agrees to shall be responsible for any disclosures by such party that would constitute a breach of this Agreement Section 7 if made by its affiliates a Party hereto. These restrictions shall not apply to transfer of data between any Party hereto and Confidential Advisors and agrees that its affiliates and Confidential Advisors will be advised any wholly owned subsidiary, partnership or other entity which is solely controlled by it any Party hereto or which is a successor to any Party hereto through acquisition or merger, and/or owns or controls in excess of 50% of the confidential nature common stock of such information. (b) Notwithstanding anything herein said Party. Any person who is furnished information pursuant to this section must agree in writing to be bound by the contrary, if a Recipient or any confidentiality provisions of its affiliates or Confidential Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) this Agreement and not to disclose use any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the transactions evidenced by this Agreement), then the Recipient or any such affiliates or Confidential Advisors, as applicable, may disclose such Confidential Information, in which case such Recipient or any such affiliates or Confidential Advisors, as applicable, shall, to the extent legally permissible, promptly notify the Disclosing Party of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. Each Recipient agrees to use commercially reasonable efforts to assist the Disclosing Party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, such Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by information for its counsel that it is legally compelled to disclose; provided, that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom such Confidential Information was disclosedown benefit. (c) Notwithstanding anything herein to the contrary, it is understood that a Recipient or its affiliates may disclose the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination or other inquiry of the Recipient and its affiliates by a bank examiner or other regulatory authority without any notice to the other party.

Confidentiality Provision. From time-to-time Subservicer may be provided non-public personal, confidential or proprietary information of, about or relating to the Company, its parent, subsidiaries or affiliates, their respective customers, or individuals who may become customers of any such entity (a) Each party (collectively, “Confidential Information”). All Confidential Information shall be held in confidence by Subservicer to the same extent and in at least the same manner Subservicer protects Subservicer’s own non-public, confidential or proprietary information. Subservicer shall not disclose, publish, release, transfer or otherwise make available Confidential Information in any disclosing partyform to, or for the “Disclosing Party” and use or benefit of, any receiving partyperson or entity without the Company’s consent. However, the “Recipient”) agrees that it will use Subservicer shall be permitted to disclose relevant aspects of the Confidential Information (as defined below) of to Subservicer’s employees, agents and subcontractors and others, but only to the Disclosing Party solely extent that such disclosure is reasonably necessary for the purpose performance of the transactions evidenced by Subservicer’s duties and obligations under this Agreement and agrees such disclosure is not prohibited by Subtitle A of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (codified at 15 U.S.C. 6801 et seq.), as it may be amended from time to disclose to any third party any such Confidential Information now time (the “GLB Act”), the regulations promulgated thereunder or hereafter received or obtained by it without the Disclosing Party’s prior written consentother applicable law; provided, however, Subservicer shall take all reasonable measures to ensure that it may disclose such Confidential Information: (i) to its affiliates, subsidiaries, directors, officers, employees, investors, agents and prospective transferees of any of the Purchased Notes or Purchased Warrants with a need to know the Confidential Information for the purposes is not disclosed, published, released, transferred, duplicated or otherwise made available to others in contravention of the transactions evidenced by provisions of this Agreement; (ii) to its accountants, attorneys and other confidential advisors (collectively “Confidential Advisors”) who need to know such information for the purpose of assisting it in connection with the transactions evidenced by Agreement or applicable law. The obligations under this Agreement; (iii) to the extent (A) section shall not restrict Subservicer’s disclosure required by any applicable law, rule, regulation, subpoena or in connection with by order of any legal court or regulatory proceeding or government agency (B) requested by any governmental or regulatory authority having jurisdiction over provided that Subservicer shall give prompt notice to the Company of such Recipient; provided, that, in the case of the foregoing clause (Aorder) and clause shall not apply with respect to information that is (B1) developed by Subservicer without violating the provisions of this Agreement, (2) or becomes publicly known (other than through unauthorized disclosure), (3) disclosed by the Recipient will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the other party owner of its intention to make any such disclosure prior to making such disclosure; or (iv) to the extent that such information has been independently acquired or developed to a third party free of any obligation of confidentiality, (4) already known by the Recipient Subservicer without violating an obligation of confidentiality other than pursuant to this Agreement or any of its respective obligations under this Agreement. Each party agrees to be responsible for any breach confidentiality agreements entered into before the date of this Agreement between the Company and Subservicer or (5) rightfully received by its affiliates and Confidential Advisors and agrees that its affiliates and Confidential Advisors will be advised by it Subservicer free of any obligation of confidentiality. If the confidential nature GLB Act, the regulations promulgated thereunder or other applicable law now or hereafter in effect imposes a higher standard of such information. (b) Notwithstanding anything herein confidentiality to the contrary, if a Recipient or any of its affiliates or Confidential Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the transactions evidenced by this Agreement), then the Recipient or any such affiliates or Confidential Advisors, as applicable, may disclose such Confidential Information, in which case such Recipient or any such affiliates or Confidential Advisors, as applicable, shall, to the extent legally permissible, promptly notify the Disclosing Party of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with standard shall prevail over the provisions hereof. Each Recipient agrees to use commercially reasonable efforts to assist the Disclosing Party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, such Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by its counsel that it is legally compelled to disclose; provided, that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom such Confidential Information was disclosedthis paragraph. (c) Notwithstanding anything herein to the contrary, it is understood that a Recipient or its affiliates may disclose the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination or other inquiry of the Recipient and its affiliates by a bank examiner or other regulatory authority without any notice to the other party.

Confidentiality Provision. (a) Each party (For purposes of this paragraph, "AGO Confidential Information" shall include all information disclosed to DSU by AGO, including any disclosing partydivision or program of AGO, to the “Disclosing Party” and any receiving party, the “Recipient”) agrees extent that it will use the such disclosure was for purposes of this Agreement. AGO Confidential Information (as defined below) of the Disclosing Party solely for the purpose of the transactions evidenced by this Agreement and agrees shall not to disclose to any third party any such Confidential Information now or hereafter received or obtained by it without the Disclosing Party’s prior written consent; provided, however, include information that it may disclose such Confidential Information: (i) was in the public domain at the time it was disclosed to its affiliates, subsidiaries, directors, officers, employees, investors, agents and prospective transferees of any of the Purchased Notes or Purchased Warrants with a need to know the Confidential Information for the purposes of the transactions evidenced by this AgreementDSU; (ii) was known to its accountants, attorneys and other confidential advisors (collectively “Confidential Advisors”) who need to know such information for DSU without restriction at the purpose time of assisting it in connection with the transactions evidenced disclosure by this AgreementAGO; (iii) to was independently developed by DSU without the extent (A) required by applicable law, rule, regulation, subpoena benefit or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over such Recipient; provided, that, in the case influence of the foregoing clause (A) and clause (B), the Recipient will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the other party of its intention to make any such disclosure prior to making such disclosureAGO's information; or (iv) becomes known to DSU without restriction from a source not connected to AGO. (a) DSU acknowledges AGO's need to keep confidential information it maintains, that is subject to various confidentiality statutes and legal privileges held by AGO as well as by other agencies, state agency clients, in-state and out-of-state government entities, and third parties. (b) Unless specifically authorized under this Agreement, DSU shall not disclose any AGO Confidential Information to any third person or entity for any reason without the extent that such information has been independently acquired express written permission of an AGO officer or developed by employee with authority to authorize the Recipient without violating any disclosure. DSU shall not make use of its respective AGO Confidential Information except to exercise rights and perform obligations under this Agreement. Each party DSU agrees to be responsible immediately notify AGO of any request for, or demands for release of, any breach of this Agreement by its affiliates and Confidential Advisors and agrees that its affiliates and Confidential Advisors will be advised by it of the confidential nature of such information. (b) Notwithstanding anything herein to the contrary, if a Recipient or any of its affiliates or Confidential Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the transactions evidenced by this Agreement), then the Recipient or any such affiliates or Confidential Advisors, as applicable, may disclose such AGO Confidential Information, in which case or of any unauthorized release or disclosure of AGO Confidential lnformation, whether such Recipient release or any such affiliates disclosure was intentional or Confidential Advisors, as applicable, shall, to the extent legally permissible, promptly notify the Disclosing Party of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. Each Recipient agrees to use commercially reasonable efforts to assist the Disclosing Party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, such Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by its counsel that it is legally compelled to disclose; provided, that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom such Confidential Information was disclosedinadvertent. (c) Notwithstanding anything herein DSU acknowledges and agrees that DSU is held to the contrary, it is understood that a Recipient or its affiliates may disclose the same standard of care in guarding AGO Confidential Information as AGO applies to AGO's own confidential or portions thereof at the request proprietary information and materials of a bank examiner similar nature, and no less than holding AGO Confidential Information in the strictest confidence. DSU shall protect the confidentiality of AGO Confidential Information from the time of receipt to the time that such information is either returned to AGO or other regulatory authority destroyed to the extent that it cannot be recalled or in connection with an examination or other inquiry reproduced. (d) DSU agrees to return all AGO Confidential Information to AGO's custody upon the end of the Recipient term of this agreement, unless otherwise agreed in a writing signed by both parties. (e) DSU acknowledges and its affiliates by agrees that AGO Confidential Information may include personal and/or identifying information regarding a bank examiner or other regulatory authority without "person". In addition to any notice or disclosure required pursuant to SDCL 22-40-20, DSU shall notify the other partyDirector of Consumer Protection of the AGO of any "breach of system security", as defined in SDCL 22-40-19. Such notice shall be given by email delivered to consumerhelp0l,xxxxx.xx.xx not more than two (2) business days following the discovery by or notification to DSU of the breach. As used herein, "person" is as defined in SDCL 22-1-2. (f) DSU will enforce the terms of this Confidentiality Provision to its fullest extent possible. DSU shall not make AGO Confidential Information available to any of its employees, officers, or agents except those who have agreed to obligations of confidentiality at least as strict as those set out in this Agreement and who have a · need to know such information. DSU further agrees to remove any employee or agent from performing work under this Agreement that has or is suspected to have violated the terms of this Confidentiality Provision. (g) Neither this Confidentiality Provision, nor any part thereof, shall establish any privacy rights to, for or on the part of, any employee of DSU or of AGO or waive any remedies against any such person for illegal, improper, or unauthorized use of AGO Confidential Information. (h) Upon request by AGO, DSU shall securely dispose of all AGO Confidential Information in all of its forms, such as disk, CD/ DVD, backup tape and paper. Such information shall be permanently deleted and shall not be recoverable, according to National institute of Standards and Technology (NIST) approved methods. Certificates of destruction shall be provided to AGO. (i) DSU will implement, maintain and update security incident and data breach procedures that comply with all State and Federal requirements, including but not limited to, the Information Technology Security Policy established by the State of South Dakota, Bureau of Information and Telecommunications (the "TTSP"). DSU officers, employees, agents, and subcontractors who may have access to any AGO Confidential Information will complete a background check as required by the ITSP, the findings for which will be provided to both DSU and the AGO Division of Consumer Protection. AGO reserves the right to prohibit access to AGO Confidential Information by any person based upon the results of the background check. Additionally, DSU shall immediately notify AGO in the event that any individual is arrested for or charged with a crime during the term of this Agreement which is punishable as a felony, or which involves theft, deceit or dishonesty.

Confidentiality Provision. The parties acknowledge that the REGENTS is subject to the California Public Records Act (“CPRA”) and that this AGREEMENT constitutes a public record of a type that is generally required to be disclosed upon request. The parties and their attorneys agree that they will not voluntarily release this AGREEMENT to third parties or to otherwise disclose its contents publicly except under the following circumstances: (a) Each The REGENTS receives a request and determines it is required by law to release the document to the person or entity submitting the request; (b) either party is required to disclose the AGREEMENT pursuant to a subpoena issued by a competent authority or an order issued by a court or tribunal of competent jurisdiction; or (any c) The REGENTS determines that disclosure is necessary for the REGENTS to defend itself in a judicial action or administrative proceeding (either internal or external). Nothing in this provision shall preclude the parties from sharing a copy of this AGREEMENT or disclosing partyits contents to (a) their accountants or attorneys, (b) in the “Disclosing Party” and any receiving party, the “Recipient”) agrees that it will use the Confidential Information (as defined below) case of the Disclosing Party solely for the purpose of the transactions evidenced by this Agreement and agrees not to disclose to any third party any such Confidential Information now or hereafter received or obtained by it without the Disclosing Party’s prior written consent; providedREGENTS, however, that it may disclose such Confidential Information: (i) to its affiliates, subsidiaries, directors, officers, employees, investors, agents and prospective transferees of any of the Purchased Notes or Purchased Warrants employees with a need to know the Confidential Information for the purposes of the transactions evidenced by this Agreement; in order to perform their duties, and (iic) to its accountants, attorneys and other confidential advisors (collectively “Confidential Advisors”) who need to know such information for the purpose of assisting it in connection with the transactions evidenced by this Agreement; (iii) to the extent (A) required by applicable law, rule, regulation, subpoena or in connection with any legal or regulatory proceeding or (B) requested by any governmental or regulatory authority having jurisdiction over such Recipient; provided, that, in the case of the foregoing clause (A) EMPLOYEE, EMPLOYEE’S domestic partner or spouse. EMPLOYEE, on behalf of EMPLOYEE and clause (B)EMPLOYEE’S representatives, the Recipient will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the other party of its intention to make any such disclosure prior to making such disclosure; or (iv) to the extent that such information has been independently acquired or developed by the Recipient without violating any of its respective obligations under this Agreement. Each party agrees to be responsible for any breach of this Agreement by its affiliates and Confidential Advisors acknowledges and agrees that a material term of this AGREEMENT is that its affiliates terms and Confidential Advisors conditions are strictly confidential, subject to the limitations described above, and therefore promises that EMPLOYEE will not discuss, describe or in any other manner communicate the terms, conditions or contents of this AGREEMENT, or the negotiations leading thereto, directly or indirectly, or by or through any agent, attorney, or representative, to any source, individual, or entity. In lieu of responding to inquiries about this AGREEMENT, the parties agree that they will issue a joint statement following the dismissal of this Action. The parties jointly drafted this statement in order to respond to any and all inquiries regarding the terms of settlement. The joint statement is attached at Exhibit A. The parties acknowledge that they may be advised by it asked about the terms of the confidential nature Agreement. In response to any inquiries about the settlement, the parties may produce a copy of such information. (b) Notwithstanding anything herein to the contrary, if a Recipient or any of its affiliates or Confidential Advisors are legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information (including the fact that discussions or negotiations are taking place with respect to the transactions evidenced by this Agreement), then the Recipient or any such affiliates or Confidential Advisors, as applicable, may disclose such Confidential Information, in which case such Recipient or any such affiliates or Confidential Advisors, as applicable, shall, to the extent legally permissible, promptly notify the Disclosing Party of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. Each Recipient agrees to use commercially reasonable efforts to assist the Disclosing Party in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, such Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that it has been advised by its counsel that it is legally compelled to disclose; provided, that it agrees to use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information by the person or persons to whom such Confidential Information was disclosed. (c) Notwithstanding anything herein to the contrary, it is understood that a Recipient or its affiliates may disclose the Confidential Information or portions thereof at the request of a bank examiner or other regulatory authority or in connection with an examination or other inquiry of the Recipient and its affiliates by a bank examiner or other regulatory authority without any notice to the other party.Exhibit A.