Confidentiality Required Sample Clauses

Confidentiality Required. Employee acknowledges that the Company and each person or entity which controls, is controlled by, or is under common control with the Company (collectively the “Affiliates”) possess, are developing and acquiring and will continue to possess, develop and acquire valuable Proprietary Information (as defined below), including information that Employee may acquire, develop or discover during Employee’s employment with the Company. The value of that Proprietary Information depends, in part, on it remaining confidential. The Company and its Affiliates depend on Employee to maintain that confidentiality, and Employee accepts that position of trust.
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Confidentiality Required. All Reports shall be used in a strictly confidential manner. Except as required by law, no information from Reports will be revealed to any other person, save for those whose duty requires they review the information in relation to a Permissible Purpose for which the Report was ordered.
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Confidentiality Required. Through its relationship with Autodesk UAR shall have access to certain information and materials concerning Autodesk's business, plans, Customers, technology, and products that are confidential and of substantial value to Autodesk, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). UAR shall not disclose any such Confidential Information to any third party and shall take every reasonable precaution to protect such information. UAR shall not publish any technical description of Software and Documentation beyond the description published by Autodesk. In the event of termination of this Agreement, there shall be no use or disclosure by UAR of any confidential information of Autodesk. Exceptions to Confidentiality. UAR's confidentiality obligations do not extend to Confidential Information which (i) becomes publicly available without the fault of UAR; (ii) is rightfully obtained by UAR from a third party with the right to transfer such information; or (iii) is independently developed by UAR and without reference to Autodesk's Confidential Information. UAR shall have the burden of proving the existence of any condition in this Paragraph.
Sample 1
Confidentiality Required. During the term of this Agreement, each party (the “Receiving Party”) may be provided with or otherwise learn confidential and/or proprietary information of the other party (the “Disclosing Party”) (including, without limitation, certain information and materials concerning the Disclosing Party’s business, plans, technology, and products) that is of substantial value to the Disclosing Party, which is identified as confidential at the time of disclosure or which ought in good faith to be considered confidential based on the nature of the information or the circumstances surrounding disclosure (“Confidential Information”). All Confidential Information remains the property of the Disclosing Party. The Receiving Party may disclose the Confidential Information of the Disclosing Party only to its employees and/or contractors who need to know the Confidential Information for purposes permitted under this Agreement and who are bound by written confidentiality agreements with terms at least as restrictive as those provided in this Agreement. The Receiving Party will not xxx the Confidential Information without the Disclosing Party’s prior written consent except in exercising its rights or performing it obligations under this Agreement. The Receiving Party will take measures to maintain the confidentiality of the Confidential Information similar to those measures the Receiving Party uses to maintain the confidentiality of its own confidential information of like importance, but in no event less than reasonable measures. You will not publish any technical description of the Products beyond the description published by AIR802 for general dissemination. The Receiving Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information and agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure.
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Confidentiality Required. All Sales Associates must maintain all confidential information of all parties. Only the appointed Sales Associate may offer opinions and advice to the party to whom appointed.
Sample 1
Confidentiality Required. As between SERVICE PROVIDER and CLIENT, any and all of the TELUPAY System, TELUPAY Mobile Banking Solution, TELUPAY Mobile Banking Services, TELUPAY Software, and the TELUPAY Documentation, including the SERVICE PROVIDER's business operations (collectively referred hereafter as "TELUPAY Confidential Information") are confidential and proprietary to SERVICE PROVIDER and/or its licensor, Telupay (M.E) FZE. As between SERVICE PROVIDER and CLIENT, any and all information regarding CLIENT's systems and business, Customer Information, customer lists and accounts, and other information of similar nature are confidential and proprietary to CLIENT. Access to, disclosure or use of CLIENT's confidential information shall at all times be held in utmost secrecy and confidentiality and in accordance with Republic Acts 1405 and 8791 and all other applicable laws. Neither Party shall use or disclose the other Party's confidential or proprietary information in any manner whatsoever other than in connection with the rights granted in this Agreement. A Party who is in possession of the other Party's confidential or proprietary information shall implement and maintain security measures, which it customarily implements and maintains for its own confidential information. Subject to any restrictions imposed by applicable governmental rules and regulations, a Party may require the other Party to implement and maintain security measures and standards for reference source code implementations, shared secret keys, proprietary technology, encryption and decryption keys, private keys as well as source and library files that contain confidential or proprietary information which are in accordance with industry or customary standards of commercial operations practices for managing such confidential or proprietary information, such measures to include, at a minimum, the following:
Sample 1
Confidentiality Required. Through its relationship with Autodesk UAR shall have access to certain information and materials concerning Autodesk's business, plans, Customers, technology, and products that are confidential and of substantial value to Autodesk, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). UAR shall not disclose any such Confidential Information to any third party and shall take every reasonable precaution to protect such information. UAR shall not publish any technical description of Software and Documentation beyond the description published by Autodesk. In the event of termination of this Agreement, there shall be no use or disclosure by UAR of any confidential information of Autodesk.
Sample 1
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Confidentiality Required. During the term of this Agreement, each party (the “Recipient”) may be provided with or otherwise learn confidential and/or proprietary information of the other party (the “Discloser”) (including without limitation certain information and materials concerning the Discloser’s or its third party partners’ business, plans, end users, products and services) that is of substantial value to the Discloser or to its third party partners, which is identified in writing as confidential at the time of disclosure or which ought in good faith to be considered confidential due to the nature of the information or its use by Discloser (“Confidential Information”). All Confidential Information remains the property of the Discloser. The Recipient may disclose the Confidential Information of the Discloser only to the Recipient’s employees and contractors who need to know the Confidential Information for purposes permitted under this Agreement and who are bound by written confidentiality agreements with terms at least as restrictive as those provided in this Agreement. The Recipient will not use the Confidential Information except in performance under this Agreement without the Discloser’s prior written consent. The Recipient will hold Discloser’s Confidential Information in trust and confidence and take measures to maintain the confidentiality of the Confidential Information equal to those measures the Recipient uses to maintain the confidentiality of the Recipient’s own most confidential information but in no event less than reasonable measures. Reseller will not publish any technical description of the Certification Services and Materials beyond the description published by PECB for general dissemination. The Recipient will give immediate notice to the Discloser of any unauthorized use or disclosure of the Confidential Information and agrees to assist the Discloser in remedying such unauthorized use or disclosure.
Sample 1

Related to Confidentiality Required

  • Confidentiality Requirements Employees shall comply with all confidentiality requirements imposed by agency policy, federal or state law, federal regulation, or administrative rule, including rules or codes of conduct governing attorney conduct as promulgated by the Supreme Court of the State of Florida, or the Florida Bar or other professional certification or regulatory body that governs the ability of an employee to practice his particular profession.

  • Confidentiality; Non-Disclosure The State shall exercise at least the same degree of care to safeguard any trade secrets or confidential information of Contractor as the State does its own property of a similar nature and shall take reasonable steps to ensure that neither the confidential information of Contractor nor any part of it will be disclosed for reasons other than its own business interests. Such prohibition on disclosures does not apply to disclosures by the State to its employees, agents or representatives, provided such disclosures are reasonably necessary to the State’s use of the Deliverable, and provided further that the State will take all reasonable steps to ensure that the Deliverable is not disclosed by such parties in contravention of this Contract. The State’s performance of the requirements of this Section shall be subject to the State of Connecticut Freedom of Information Act ("FOIA"). All Records, Client Agency Data, and any Data owned by the State in any form, in the possession of the Contractor or Contractor Parties, whether uploaded, collected, stored, held, hosted, located or utilized by Contractor and Contractor Parties directly or indirectly, must remain within the continental United States.

  • Confidentiality Clause 1. Both parties agree to endeavor to take all reasonable measures to keep in confidence the execution, terms and conditions as well as performance of this Agreement, and the confidential data and information of either party that the other party may know or access during performance of this Agreement (hereinafter referred to as “Confidential Information”), and shall not disclose, make available or assign such Confidential Information to any third party without the prior written consent of the party providing the information. 2. The above restriction is not applicable to: (a) information that has already become generally available to the public at the time of disclosure; (b) information that, after the time of disclosure, has become generally available to the public not because of either party’s fault; (c) information that either party can prove that it has already possessed before the time of disclosure and that has not been directly or indirectly acquired from the other party; and (d) the foregoing Confidential Information that either party is obliged to disclose to relevant governmental authorities or stock exchanges, among others, as required by law, or that either party discloses to its direct legal counsels and financial advisors as needed during its due course of business. 3. Both parties agree that this clause will continue to remain valid and effective regardless of any alteration, cancellation or termination of this Agreement.

  • Confidentiality Restrictions The Product is a trade secret, copyrighted and proprietary product. Licensee and its employees will keep the Product strictly confidential, and Licensee will not disclose or otherwise distribute or reproduce any Product to anyone other than as authorized under the terms of Contract. Licensee will not remove or destroy any proprietary markings of Contractor.

  • Confidentiality; Access to Information (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).

  • Confidentiality Period Information disclosed under this Agreement will be subject to this Agreement for two years following the initial date of disclosure.

  • Confidentiality/Nondisclosure 19.1 Neither Party will, without the prior written consent of the other Party (a) issue any public announcement regarding, or make any other disclosure of the terms of, this Agreement or use the name or marks of the other Party or its Affiliates; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, this Agreement) the Confidential Information of the other Party. Consent may only be given on behalf of a Party by its Legal Department. However, a Party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary in any proceeding to establish rights or obligations under this Agreement, provided that the disclosing Party gives the non-disclosing Party reasonable prior written notice and the receiving Party will cooperate with the disclosing Party to seek or take appropriate protective measures and will make such disclosure in a manner to best protect the Confidential Information from further disclosure. Notwithstanding the foregoing, if reporting or filing obligations or requirements are imposed upon Qwest by any third party or regulatory agency in connection with this Agreement, CLEC agrees to assist Qwest in complying with such obligations and requirements, as reasonably required by Qwest and to hold Qwest harmless for any failure by CLEC in this regard. Qwest’s compliance with any regulatory filing obligation will not constitute a violation of this section. Each Party will use reasonable efforts to protect the other’s Confidential Information, and will use at least the same efforts to protect such Confidential Information as the Party would use to protect its own. 19.2 All Confidential Information will remain the property of the disclosing Party. A Party who receives Confidential Information via an oral communication may request written confirmation that the material is Confidential Information. A Party who delivers Confidential Information via an oral communication may request written confirmation that the Party receiving the information understands that the material is Confidential Information. Each Party has the right to correct an inadvertent failure to identify information as Confidential Information by giving written notification within thirty (30) Days after the information is disclosed. The receiving Party will from that time forward, treat such information as Confidential Information. 19.3 Upon request by the disclosing Party, the receiving Party will return all tangible copies of Confidential Information, whether written, graphic or otherwise, except that the receiving Party may retain one copy for archival purposes. 19.4 Each Party will keep all of the other Party's Confidential Information confidential and will disclose it on a need to know basis only. Each Party will use the other Party's Confidential Information only in connection with this Agreement and in accordance with Applicable Law. Neither Party will use the other Party's Confidential Information for any other purpose except upon such terms and conditions as may be agreed upon between the Parties in writing. If either Party loses, or makes an unauthorized disclosure of, the other Party's Confidential Information, it will notify such other Party immediately and use reasonable efforts to retrieve the information.

  • Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it.

  • Confidentiality Statement All persons that will be working with PHI COUNTY 21 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 22 COUNTY must sign a confidentiality statement that includes, at a minimum, General Use, Security and 23 Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the 24 workforce member prior to access to such PHI. The statement must be renewed annually. The 25 CONTRACTOR shall retain each person’s written confidentiality statement for COUNTY inspection 26 for a period of six (6) years following the termination of the Agreement.

  • 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.

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