CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION Sample Clauses

CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. 8.1 During the course of negotiating this Agreement and hereafter during the pendency of this Agreement, the parties from time to time may have revealed or may hereafter reveal to each other certain information concerning their respective business plans, business methods, financial data and projections, and/or information that is not generally known in the student loan industry, including, without limitation, the terms and conditions of this Agreement. All the foregoing is referred to herein as “Confidential Information.” In TERI’s case, its Confidential Information also includes, but is not limited to, information concerning the operation of its telephone and on-line loan applications procedures, and its online credit scoring system. Each party will use reasonable efforts to preserve the confidentiality of Confidential Information contained herein or disclosed to it by the other party, such efforts to be not less vigilant than those that such party uses to protect its own proprietary information. The foregoing is subject to the following qualifications:
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. Beyond the use of the DDBI for the processing of Requests, the SSNs contained in the DDBI shall be available for the use of an agency charged with administration of a state’s unemployment insurance program to identify other states having data needed for: unemployment insurance claims administration, fraud detection, and benefit overpayment collection through the ICON system. The confidentiality requirements under this Agreement shall apply to any Wage Data a party to this Agreement obtained under the prior Consolidated WRIS Data Sharing Agreement to the extent such Data are currently retained by the party. All parties to this agreement recognize that confidentiality of Wage Data is of paramount importance and must be observed except where disclosure is allowed by this Agreement or by court order. All data exchange activity by the SUIA and/or the XXXXX conducted through the WRIS will be conducted in a manner consistent with applicable state law. All such activity conducted by ETA and/or its contractor/s will be performed in a manner consistent with the Privacy Act of 1974. The parties agree to take all necessary steps to protect such confidentiality by complying with the following provisions that are applicable to their particular entity, which are consistent with 20 CFR Part 603, in governing their handling of confidential information:
Sample 1Sample 2Sample 3See All (6)
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. 8.1 XXXX and the LENDER each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. Without limiting the foregoing, XXXX may disclose any of LENDER's Confidential Information to any entity to which XXXX subcontracts its obligations under this Agreement pursuant to Section 5.7(b) hereof.
Sample 1Sample 2See All (4)
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. 9.1 XXXX and Bank One each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. Without limiting the foregoing, XXXX may disclose any of Bank One's Confidential Information to any entity to which XXXX subcontracts its obligations under this Agreement pursuant to Section 6.7(b) hereof. 9.2 In accordance with the provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (the "GLB Act") and Federal Reserve Board Regulation P ("Regulation P"), XXXX agrees to respect and protect the security and confidentiality of any "nonpublic personal information" (as defined in the GLB Act and Regulation P) relating to applicants for Loans and to Borrowers, including, where applicable, the restrictions on the re-use and disclosure of such information set forth in the GLB Act and Regulation P. 9.3 Without limiting the foregoing, XXXX may retain as its own property and use for any lawful purpose any or all aggregated or de-identified data concerning Loan applicants and Borrowers which does not include the name, address or social security number of the Loan applicants or Borrowers. XXXX may sell, assign, transfer or disclose such information to third parties including, without limitation, FMC, who may also use such information for any lawful purpose. 14 <PAGE> 9.4 Both XXXX and Bank One have made and will continue throughout the term of this Agreement to make available to the other party confidential and proprietary materials and information ("Proprietary Information"). Prospectively, each party shall advise the other of material and information that is confidential and/or proprietary. All material and information provided by either party to the other relating to the business, policies, procedures, customs, forms, customers and strategies of the providing party or any of its affiliates, including information previously divulged or delivered to the other party regarding the aforementioned subject matter is hereby designated as confidential and proprietary and shal...
Sample 1See All (4)
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. All parties to this Agreement recognize that confidentiality of wage data is of paramount importance and must be observed except where disclosure is allowed by this Agreement or by court order. All data exchange activity by the SUIA and/or the XXXXX conducted through WRIS2 will be conducted in a manner consistent with applicable state law. All such activity conducted by ETA and/or its contractor/s will be performed in a manner consistent with the FERPA (20 U.S.C. § 1232g; 34 CFR Part 99) and other applicable state and Federal laws. The parties agree to take all necessary steps to protect such confidentiality by complying with the following provisions that are applicable to their particular entity, which are consistent with 20 CFR Part 603, in governing their handling of confidential information:
Sample 1Sample 2Sample 3
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. 8.1 TERI and the LENDER each acknowledxx xhat in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. Without limiting the foregoing, TERI may disclose any of XXXXER's Confidential Information to any entity to which TERI subcontracts its obligations xxxxr this Agreement pursuant to Section 5.7(b) hereof.
Sample 1
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. 9.1 XXXX and the LENDER each acknowledge that in the course of the operations contemplated by this Agreement, and in the course of communications relative to this Agreement, it has received and will receive information concerning the other's finances, business plans, business methods, and the like that is not generally known in the student loan industry ("Confidential Information"). Each party will respect and use all reasonable efforts to maintain the confidentiality of the other's Confidential Information unless and until such information becomes generally known through no fault of the receiving party. The LENDER acknowledges that XXXX will disclose the LENDER's Confidential Information to First Marblehead Education Resources, Inc. (FMER), to which XXXX has subcontracted its obligations under this Agreement pursuant to Section 6.7(b) hereof, and with which the LENDER is contemporaneously entering into a confidentiality agreement. Except for such disclosure to FMER, XXXX will not disclose the LENDER's confidential information to any third party other than a subcontractor permitted under Section 6.7, an agent, or a consultant, and in any event only as necessary to assist XXXX in carrying out its functions under this Agreement, on a need-to-know basis, and under circumstances that require the disclosee to refrain from redisclosure to any other third party.
Sample 1
AutoNDA by SimpleDocs
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. Beyond the use of the DDBI for the processing of Requests, the SSNs contained in the DDBI shall be available for the use of an agency charged with administration of a state’s unemployment insurance program to identify other states having data needed for: unemployment insurance claims administration, fraud detection, and benefit overpayment collection through the ICON system.
Sample 1
CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION. Beyond the use of the DDBI for the processing of Requests, the SSNs contained in the DDBI shall be available for the use of an agency charged with administration of a State’s unemployment insurance program to identify other States having data needed for: unemployment insurance claims administration, fraud detection, and benefit overpayment collection through the ICON system. All parties to this Agreement recognize that confidentiality of Wage Data, PII from education records, and personal information contained in VR records, is of paramount importance and must be observed except where disclosure is allowed by this Agreement or required by law. All data exchange activity by the SUIA and the XXXXX conducted through the SWIS will be conducted in a manner consistent with applicable Federal and State laws. All such activity conducted by ETA, OCTAE, and OSERS/RSA and its contractor/s will be performed in a manner consistent with the Privacy Act of 1974, as amended (5 USC 552a), FERPA (20 USC 1232g and 34 CFR Part 99), and the confidentiality requirements set forth in 34 CFR 361.38 and 20 CFR Part 603, as applicable. The parties agree to take all necessary steps to protect such confidentiality by complying or providing the necessary technical assistance to States to comply with the following provisions that are applicable to their particular entity, which are consistent with 20 CFR Part 603, 20 USC 1232g and 34 CFR Part 99, and 34 CFR 361.38 in governing their handling of confidential information:
Sample 1

Related to CONFIDENTIALITY; RESTRICTIONS ON USE OF INFORMATION

  • Limitations on Use of Information The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

  • Restrictions on Disclosure i) During the period of employment with Employer and thereafter, Executive shall not disclose Confidential Information to any third parties other than Employer, its employees, agents, consultants, contractors and designees without the prior written permission of Employer, or use Confidential Information for any purpose other than the conduct of Employer's business.

  • Confidentiality of Information and Nondisclosure The Employee acknowledges and agrees that his/her employment by the Company necessarily involves his/her knowledge of and access to confidential and proprietary information pertaining to the business of the Company and its subsidiaries. Accordingly, the Employee agrees that at all times during the term of this Agreement and for as long as the information remains confidential after the termination of the Employee’s employment, he/she will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over the Employee, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself/herself, any person, corporation or other entity other than the Company and its subsidiaries, (i) any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company and its subsidiaries, (ii) any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries, or (iii) any other information related to the Company or its subsidiaries which has not been published and is not generally known outside of the Company. The Employee acknowledges that all of the foregoing, constitutes confidential and proprietary information, which is the exclusive property of the Company.

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a mutual nondisclosure agreement, dated as of March 5, 2000 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms; provided, that nothing in this Agreement or the Confidentiality Agreement will restrict communications with parties to the Related Agreements.

  • Restriction on Disclosure and Use of Confidential Information and Trade Secrets Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Restricted Period use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time.

  • Restriction on Disclosure and Use of Confidential Information Participant agrees that Participant shall not, directly or indirectly, use any Confidential Information on Participant’s own behalf or on behalf of any Person other than Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Participant further agrees that he/she shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Participant’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Participant shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Participant shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Participant; and (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Participant shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that Participant has made such reports or disclosures.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Confidentiality/Protection of Customer Information The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information, including maintaining security measures designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"). For purposes of this Section, the term "Customer Information" shall have the meaning assigned to it in the Interagency Guidelines.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!