Confidentiality Standstill Sample Clauses

Confidentiality Standstill. (a) The Purchasers agree to hold in strict confidence all aspects of the terms and conditions of this Agreement and all information and data concerning the Company and its Subsidiaries, including, without limitation, information obtained in connection with the transactions contemplated by this Agreement and all memoranda, notes, reports, writings or other information (whatever the form or storage medium) however reproduced or generated by the Purchasers or any of their representatives from or with respect to any information or data disclosed by or on behalf of the Company to the Purchasers or any of their representatives (other than information and data that is or becomes generally available to the public other than through disclosure by the Purchasers or any of their directors, officers, employees or representatives in breach of this Agreement) (such information and materials, the "Confidential Information") and will not, without the prior written consent of the Company, disclose any such Confidential Information to anyone other than to its directors, officers, employees and representatives that have a need to know in connection with the furtherance of the transactions contemplated hereby (such persons hereinafter referred to collectively as the "Designated Individuals"); provided, that the Purchasers inform the Designated Individuals of the confidential nature of the Confidential Information; and provided, further, that the Purchasers direct the Designated Individuals to treat the Confidential Information as confidential. In addition, without limiting the foregoing, the Purchasers agree that the Confidential Information will not be used, directly or indirectly, in the conduct of its business, except in furtherance of the transactions contemplated by this Agreement. (b) In the event that the Purchasers or any of their respective directors, officers, employees or representatives receives a request or becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation demand, order or similar process) to disclose any of the Confidential Information, the Purchasers agree, prior to any such disclosure, to (i) promptly notify the Company, (ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate with the Company in any attempt it may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded such C...
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Confidentiality Standstill 
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Related to Confidentiality Standstill

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

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

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