Common use of COOPERATION, CONFIDENTIALITY, ETC Clause in Contracts

COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC with all information and data which CXOC shall reasonably deem appropriate in connection with its activities on the Company’s behalf, and shall provide CXOC full access to the Company’s officers, directors, employees and professional advisors. The Company recognizes and confirms that CXOC in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Company, and that CXOC does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s advice is for the use and information of the Company’s management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC or any disclosure to the holder of its securities concerning CXOC, the Company shall afford CXOC the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC agrees that it will not, without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result of the breach by CXOC of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreement.

Appears in 1 contract

Samples: Engagement Agreement (Wmi Holdings Corp.)

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COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC entrenet with all information and data which CXOC entrenet shall reasonably deem appropriate in connection with its activities on the Company’s 's behalf, and shall provide CXOC entrenet full access to the Company’s 's officers, directors, employees and professional advisors. The Company recognizes and confirms that CXOC entrenet in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Company, and that CXOC entrenet does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s entrenet's advice is for the use and information of the Company’s 's management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s 's professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s entrenet's prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC entrenet or any disclosure to the holder of its securities concerning CXOCentrenet, the Company shall afford CXOC entrenet the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC entrenet agrees that it will not, . without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC entrenet in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result remit of the breach by CXOC entrenet of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreemententrenet.

Appears in 1 contract

Samples: Engagement Agreement (U S Wireless Data Inc)

COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC entrenet with all information and data which CXOC entrenet shall reasonably deem appropriate in connection with its activities on the Company’s 's behalf, and shall provide CXOC entrenet full access to the Company’s 's officers, directors, employees and professional advisors. The Company recognizes and confirms that CXOC entrenet in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Company, and that CXOC entrenet does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s entrenet's advice is for the use and information of the Company’s 's management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s 's professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s entrenet's prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC entrenet or any disclosure to the holder of its securities concerning CXOCentrenet, the Company shall afford CXOC entrenet the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC entrenet agrees that it will not, without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC entrenet in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result of the breach by CXOC entrenet of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreemententrenet.

Appears in 1 contract

Samples: Engagement Agreement (Thinkpath Inc)

COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC entrenet with all information and data which CXOC entrenet shall reasonably deem appropriate in connection with its activities on the Company’s , s behalf, and shall provide CXOC entrenet full access to the Company’s 's officers, directors, employees and professional advisors. The Company recognizes and confirms that CXOC entrenet in acting pursuant t to this engagement will be using information in m public reports and other information provided by others, including information provided by the Company, and that CXOC entrenet does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s entrenet's advice is for the use and information of the Company’s 's management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s 's professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s entrenet's prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC entrenet or any disclosure to the holder of its securities concerning CXOCentrenet, the Company shall afford CXOC entrenet the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC entrenet agrees that it will not, . without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC entrenet in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result remit of the breach by CXOC entrenet of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreemententrenet.

Appears in 1 contract

Samples: Engagement Agreement (U S Wireless Data Inc)

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COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC entrenet with all information and data which CXOC entrenet shall reasonably deem appropriate in connection with its activities on the Company’s 's behalf, and shall provide CXOC entrenet full access to the Company’s 's officers, directors, employees and professional advisors. Further, the Company shall involve entrenet in all discussions between the Company and potential investors and shall make available to entrenet all information regarding potential investors which the Company receives from any source whatsoever. The Company recognizes and confirms that CXOC entrenet in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Company, and that CXOC entrenet does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s entrenet's advice is for the use and information of the Company’s 's management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s 's professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s entrenet's prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC entrenet or any disclosure to the holder of its securities concerning CXOCentrenet, the Company shall afford CXOC entrenet the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC entrenet agrees that it will not, without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC entrenet in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result of the breach by CXOC entrenet of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreemententrenet.

Appears in 1 contract

Samples: Engagement Agreement (Fiberchem Inc)

COOPERATION, CONFIDENTIALITY, ETC. (a) The Company shall furnish CXOC entrenet with all information and data which CXOC entrenet shall reasonably deem appropriate in connection with its activities on the Company’s 's behalf, and shall provide CXOC entrenet full access to the Company’s 's officers, directors, employees and professional advisors. Further, the Company shall involve entrenet in all discussions between the Company and potential investors and shall make available to entrenet all information regarding potential investors which the Company receives from any source whatsoever. The Company recognizes and confirms that CXOC entrenet in acting pursuant to this engagement will be using information in public reports and other information provided by others, including information provided by the Company, and that CXOC entrenet does not assume responsibility for, and may rely without independent verification upon, the accuracy or completeness of any such information. (b) the Company agrees that CXOC’s entrenet's advice is for the use and information of the Company’s 's management and Board of Directors only and the Company will not disclose such advice to others (except the Company’s 's professional advisors and except as required by law) or summarize or refer to such advice without, in each case, CXOC’s entrenet's prior written consent. Notwithstanding anything to the contrary contained in the foregoing, in the event the Company is required by law to make any filings with any governmental authority (including without limitation the Securities and Exchange Commission) which mention CXOC entrenet or any disclosure to the holder of its securities concerning CXOCentrenet, the Company shall if practible make an effort to afford CXOC entrenet the opportunity to review such disclosure in advance and to approve the form thereof, such approval not to be unreasonably withheld or delayed. CXOC entrenet agrees that it will not, without the prior written consent of the Company, disclose, to any third party any confidential information provided by the Company to CXOC entrenet in connection with this engagement, except to the extent (i) such disclosure is required by applicable law, regulation or legal process, (ii) such information becomes publicly known other than as a result of the breach by CXOC entrenet of its obligations set forth in this sentence, and (iii) such disclosure is requested or required by any bank regulatory authority having jurisdiction over CXOC. For purposes of this Agreement, “Confidential Information” means all confidential or proprietary information, including without limitation, all information not generally known to the public, the terms of this Agreement and, with respect to Company, Company Data. “Company Data” means all data and information that is submitted, directly or indirectly, to CXOC by Company or obtained or learned by CXOC in connection with providing services under this Agreement, including without limitation information relating to Company’s customers, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, financial information, business affairs, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets (as defined under applicable law), copyrightable subject matter and other proprietary information. All Company Data is and shall remain the property of Company and shall be protected as contemplated by this Agreemententrenet.

Appears in 1 contract

Samples: Engagement Agreement (U S Wireless Data Inc)

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