Confidentiality/ Nondisclosure Employee covenants and agrees that any and all information concerning the customers, businesses and services of the Corporation of which he has knowledge or access as a result of his association with the Corporation in any capacity, shall be deemed confidential in nature and shall not, without the proper written consent of the Corporation, be directly or indirectly used, disseminated, disclosed or published by Employee to third parties other than in connection with the usual conduct of the business of the Corporation. Such information shall expressly include, but shall not be limited to, information concerning the Corporation’s trade secrets, business operations, business records, customer lists or other customer information. Upon termination of employment Employee shall deliver to the Corporation all originals and copies of documents, forms, records or other information, in whatever form it may exist, concerning the Corporation or its business, customers, products or services. In construing this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation with the maximum protection. This Section 11 shall not be applicable to any information which, through no misconduct or negligence of Employee, has previously been disclosed to the public by anyone other than Employee.
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; FERPA Re disclosure. Family Education Rights and Privacy Act (“FERPA”) prohibits the re- disclosure of confidential student information. Except in very specific circumstances in accordance with the law, Contractor shall not disclose to any other party without prior consent of the parent/guardian any information or records regarding students or their families that Contractor may learn or obtain in the course and scope of its performance of this Contract. Any re-disclosure of confidential student information must be in compliance with the re- disclosure laws of FERPA. Contractor is not to re-disclose information without prior written notification to and written permission of District. If District grants permission, Contractor is solely responsible for compliance with the re- disclosure under §99.32(b). Consistent with FERPA’s requirements, personally identifiable information obtained by Contractor in the performance of this Contract must be used only for the purposes identified in this Contract. Subject to any state or federal laws requiring disclosure (e.g., the California Public Records Act), the Parties agree, during the term of this Agreement and for five (5) years after termination or expiration of Agreement, to hold each other’s proprietary or confidential information in strict confidence, except for any information protected under confidentiality laws which shall be held in such confidence in perpetuity. Parties agree not to provide each other’s proprietary or confidential information in any form to any third party or to use each other’s proprietary or confidential information for any purpose other than the implementation of, and as specified in, this Agreement. Each Party agrees to take all reasonable steps to ensure that proprietary or confidential information of either Party is not disclosed or distributed by its employees, agents or Contractors in violation of the provisions of this Agreement.
Confidentiality; Publicity (a) Except as may be required by Law, stock exchange rule or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any such Confidential Information concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Sellers or Buyer, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel or accountants, who shall also be subject to the requirements of this Section 4.8; (b) to comply with any applicable Law or Order, (other than with respect to Taxes and Tax matters), provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (c) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; (f) to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, which source, to the Knowledge of the disclosing Party, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other Party; and (g) either Party may disclose the “tax treatment” or “tax structure” (as those terms are defined in Treas. Reg. §§ 1.6011-4(c)(8) and (9), respectively) of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such “tax treatment” or “tax structure” of the Transactions, except that “tax structure” or “tax treatment” shall not include the identity of any existing or future Party or its Affiliates. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Parties as the Parties that have provided such information may reasonably request.
Confidentialité En cas d’usage d’Apple Pay pour engager une transaction de paiement à terminer sur un Appareil pris en charge, Apple Pay transfère les informations de paiement dans un format chiffré entre votre Mac et votre Appareil pris en charge pour terminer votre transaction. Lorsque vous utilisez Apple Pay pour réaliser une transaction de paiement sur un MacBook Pro doté de la fonctionnalité Touch ID intégrée, vos informations de paiement sont fournies sous un format chiffré au site web dans le cadre de ladite transaction. Lorsque vous ajoutez une carte à Apple Pay sur un MacBook Pro doté de la fonctionnalité Touch ID intégrée, des informations relatives à votre appareil, xxxxxx que l’indication d’activation ou non de certains réglages de l’appareil et des habitudes d’usage de l’appareil (par exemple, le pourcentage de temps que l’appareil est en mouvement ou le nombre approximatif d’appels par semaine), sont envoyées à Apple pour déterminer votre droit d’usage et pour prévenir toute tentative de fraude. Pour en savoir plus sur les données collectées, utilisées ou partagées dans le cadre de votre utilisation d’Apple Pay, consultez les rubriques À propos d’Apple Pay et Confidentialité (accessibles depuis Wallet et Apple Pay sur votre appareil iOS ou Mac, ou depuis l’appli de la Watch sur un appareil iOS jumelé). Vous pouvez en savoir plus sur les mesures adoptées par Apple pour protéger vos informations personnelles en consultant notre Engagement de confidentialité à l’adresse xxxxx://xxx.xxxxx.xxx/privacy/privacy- policy/. En utilisant Apple Pay, vous acceptez qu’Apple, ainsi que ses filiales et ses représentants, transmettent, recueillent, conservent, traitent et utilisent ces données comme décrit ci-dessus pour assurer le bon fonctionnement d’Apple Pay.
Confidentiality of Services All services performed by Contractor, and any sub- contractor(s) if applicable, including but not limited to all drafts, data, information, correspondence, proposals, reports of any nature, estimates compiled or composed by Contractor, are for the sole use of City, its agents, and employees. Neither the documents nor their contents shall be released by Contractor or any subcontractor to any third party without the prior written consent of City. This provision does not apply to information that: (1) was publicly known, or otherwise known to Contractor, at the time it was disclosed to Contractor by City; (2) subsequently becomes publicly known through no act or omission of Contractor; or (3) otherwise becomes known to Contractor other than through disclosure by City.
Confidentiality & Proprietary Information The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf. Proprietary or confidential information includes, but is not limited to:
Confidentiality Data Protection The terms and conditions of this Agreement are confidential and may not be disclosed to or discussed with anyone except as permitted. Confidential information may include: any trade/business secret, technical knowledge or know-how, financial information, plans, customer/client lists, your customer information or data, your customers’ accounting or financial information, your customers’ tax information, your customers’ miscellaneous information, supplier information, pricing policies, fee structure, standard operating procedures, protocols, marketing data and/or promotional techniques, product data, purchase information, sales policies, employee lists, policies, computer records, computer access codes, plans and programs, any formula pattern or compilation of information, used during this Agreement, or any of its/ their clients. Confidentiality will exist regardless of whether such information is received by you under a validly executed confidentiality Agreement or not, or which is disclosed (whether in writing, delivery of items/ reports, manuals, verbally, visual representation, inspection of tangible objects, on office or site visits, or by any other means and whether directly or indirectly) whether before or after the date of this Agreement. Confidential Information may include “Proprietary information” as defined from now on. Each party shall honor the confidentiality and data protection of the other party’s “Confidential Information” and shall not disclose such information to any third party without the prior written consent of the confiding party. Neither party shall disclose any of the terms of this Agreement to assigned remote staff or any of other employees or affiliates, except the appointed Account Manager and person signing this Agreement on our behalf. To protect the Confidential Information, both the parties now agree and undertake to keep secret and treat as confidential all Confidential Information described above. Neither party shall use any Confidential Information at any time, either during this Agreement or after the termination of the Agreement, for any purpose other than in the ordinary course of business and furtherance of the confiding party’s interest. We may not be permitted to use your name as our client in any marketing literature, brochures, or for any private reference unless you permit it.
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 within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor’s acceptance of this TIPS Vendor Agreement constitutes Vendor’s consent to the disclosure of Vendor’s Data, including any information deemed confidential or proprietary, to TIPS Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required by law.
Confidentiality of Client Information ENP providers shall ensure that information about, or obtained from a participant’s records, shall be maintained in a confidential manner.
