Confidentiality Provisions. 7.1 Pursuant to 42 USC 1396r-8(b)(3)(D), the parties agree that information disclosed by the Manufacturer under this Agreement in a form which discloses the identity of a specific Manufacturer or the prices charged for drugs by the Manufacturer is confidential and shall not be disclosed except as necessary to carry out the Agreement or as may be required by judicial order. Therefore, the Department agrees that confidential information provided to the Department under this Agreement, including the Agreement itself is exempted from disclosure by statute. To the extent that the Department utilizes the services of a third-party to develop and maintain the PDL or to administer any part of this Agreement, all provisions of this section shall apply to the third- party, and the Department shall have the third-party sign a written agreement ensuring the third- party will comply with all aspects of this section. In the event that the Department is required by law to disclose any provision of this Agreement or pricing information to any person other than as provided above, the Department shall provide advance written notice to the Manufacturer sufficiently in advance of the proposed disclosure to allow the Manufacturer to seek a protective order or other relief.
7.2 The parties agree that information revealing the identity of Medicaid recipients is confidential and shall not be disclosed except as necessary to carry out this Agreement or as may be required by judicial order. The foregoing shall not prevent the disclosure by the Manufacturer to the Department of information regarding the National Rebates for Covered Products.
7.3 The Manufacturer will hold the Utilization Information confidential. If the Manufacturer audits this information or receives further information on such data, that information shall also be held confidential. The Manufacturer shall have the right to disclose Utilization Information to auditors who agree to keep such information confidential.
7.4 The provisions of this section and any confidentiality agreement executed pursuant to this section shall survive termination or expiration of this Agreement.
Confidentiality Provisions. (a) Recipient shall not at any time, during and for a period of three (3) years following the termination of this Agreement, disclose or otherwise make known or available to any person, firm, corporation, or other entity other than Discloser any Confidential Information received from the other party without the express prior written consent of that other party. With respect to Confidential Information developed under this Agreement and which is not Confidential Information of one party only, neither party shall disclose or otherwise make such Confidential Information known or available to any person, firm, corporation, or other entity without the express prior written consent of the other party, not to be unreasonably withheld or delayed. Recipient shall utilize reasonable procedures to safeguard Confidential Information, including releasing Confidential Information only to its employees on a "need to know" basis. Nothing in this Agreement shall prevent Recipient from disclosing Confidential Information to government agencies for regulatory purposes.
(b) Recipient shall not make any use, directly or indirectly, of any Confidential Information of the other party except in the ordinary course of business pursuant to this Agreement or any other specific, written agreement entered into between Ostex and Hologic.
(c) The parties acknowledge that: (a) the covenants set forth in this Section 14 are essential to the activities contemplated by this Agreement; (b) but for the agreement of each party to comply with such covenants, neither party would have entered into such activities; (c) each party has consulted with or has had the opportunity to consult with counsel and has been advised in all respects concerning the reasonableness of such covenants as to time and scope; (d) Discloser may have no adequate remedy at law if Recipient violates or fails to perform under this Section 14; and (e) Discloser shall have the right, in addition to any other rights it may have, to seek from a court of competent jurisdiction preliminary and permanent injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce Recipient's obligations under this Section 14 if Recipient fails to perform in accordance herewith.
Confidentiality Provisions. (a) Each Management Stockholder acknowledges, represents, and agrees that: (i) the Company’s financial statements and any other Confidential Information (as defined below) that the Company may, in its sole discretion, furnish to the Stockholders contain confidential, proprietary, and material nonpublic information about the Company; (ii) it shall keep the Confidential Information and all information therein secret and confidential; (iii) it shall hold same in accordance with its customary procedures, if any, for handling confidential information on investments; (iv) it shall not disclose the Confidential Information or any information therein to anyone except (A) to its Affiliates (that do not compete with, or engage in any of the same businesses as, the Company), officers, directors, employees, agents or advisors, who are directly involved in the administration of its stockholding in the Company, all of whom must be advised of and agree to adhere to the terms of this Section 6, (B) as required by law, or (C) as requested or required by any provincial, state, federal, national or foreign authority or examiner regulating banks or banking or claiming to have the authority to regulate banks or banking; (v) it shall be responsible for any breach of the terms of this Section 6 committed to anyone to whom it disclosed the Confidential Information or any information therein; (vi) it shall not use the Confidential Information or any information therein for any purpose other than for appropriate purposes in connection with its stockholding in the Company; and (vii) in the event of any breach of the terms of this Section 6, the Company shall be entitled to specific performance and/or injunctive relief (without bond) as a remedy for any such breach, in addition to all other remedies available at law or in equity, and shall be entitled to reimbursement of all legal fees and litigation expenses incurred in enforcing the terms of this Section 6.
Confidentiality Provisions. In connection with the Professional Services Agreement (the “Services Agreement”) entered into by the University and the Service Provider, the Service Provider may be granted access or otherwise be permitted to prepare and/or collect certain non-public, confidential and/or proprietary information relating to the University’s business and affairs. The University is willing to engage the Service Provider to perform the Services as defined in such Services Agreement, but only upon the condition that the Service Provider agree to the Confidentiality Provisions set forth in this Exhibit C. The Service Provider, intending to be legally bound, agrees as follows:
Confidentiality Provisions. The confidentiality provisions are often worded as unilateral, meaning only one of the party’s confidential and proprietary information is protected by the terms of the agreement. In most transactions, both parties could benefit from a mutual or reciprocal confidentiality provision because both parties usually exchange some amount of sensitive information or data with the other party. The confidentiality provisions should, therefore, be carefully reviewed and revised to make sure that confidential and proprietary information of both parties is protected by the terms of the agreement. Attention should also be given to making sure appropriate exceptions are made for information that is publicly available, already known, or independently developed by a party without knowing or using the other party’s confidential information, or required to be disclosed by a party pursuant to a court order.
Confidentiality Provisions. Except as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex B, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation of the Merger in a manner that the Company has approved and (iii) not to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the writt...
Confidentiality Provisions. The following provisions apply with respect to the treatment of confidential information disclosed by the Parties hereto. All capitalized terms not defined in this exhibit will have the respective meanings specified in the Master Service Agreement to which this Exhibit A is attached and incorporated by reference.
Confidentiality Provisions. (a) Employee acknowledges and agrees that by reason of employment with Verso Paper as a senior level executive in the position of Senior Vice President, Sales and Marketing, Employee has been and will be entrusted with Protected Information and may develop Protected Information, that such information is valuable and useful to Verso Paper, that it would also be valuable and useful to competitors and others who do not know it and that such information constitutes confidential and proprietary trade secrets of Verso Paper. While an employee or consultant of Verso Paper, or at any time thereafter, regardless of the reasons for leaving Verso Paper, Employee agrees not to use or disclose, directly or indirectly, any Protected Information in an Unauthorized manner or for any Unauthorized purpose unless such information shall have become generally known in the relevant industry or independently developed with no assistance from Employee. Further, promptly upon termination, for any reason, of Employee’s employment with Verso Paper or upon the request of Verso Paper Employee agrees to deliver to Verso Paper all property and materials and copies thereof within Employee’s possession or control which belong to Verso Paper or which contain Protected Information and to permanently delete upon Verso Paper’s request all Protected Information from any computers or other electronic storage media Employee owns or uses.
(b) While an employee of Verso Paper and after termination of Employee’s employment with Verso Paper for any reason Employee agrees not to take any actions which would constitute or facilitate the Unauthorized use or disclosure of Protected Information including transmitting or posting such Protected Information on the internet, anonymously or otherwise. Employee further agrees to take all reasonable measures to prevent Unauthorized use and disclosure of Protected Information and to prevent Unauthorized persons or entities from obtaining or using Protected Information.
(c) If Employee becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, investigation, demand, order or similar process) to disclose any Protected Information, then before any such disclosure may be made, Employee shall immediately notify Verso Paper thereof and, at Verso Paper’s expense, shall consult with Verso Paper on the advisability of taking steps to resist or narrow such request and cooperate with Verso Paper in any attempt to obtain a protective order or ...
Confidentiality Provisions. 1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party.
2. Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information.
3. The Agreement may be made public and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed by both parties, and the version made public or published on ESAC will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of the Agreement made public hereunder.
Confidentiality Provisions. Any confidential information disclosed by the Manufacturer in connection with this Agreement will not be disclosed by the Secretary in a form that identifies the Manufacturer, except as necessary to carry out provisions of section 1860D-14A of the Act or otherwise required by law. This restriction does not limit the Office of Inspector General’s authority to fulfill the Inspector General’s responsibilities in accordance with applicable Federal law.
