Definition of Confidential Material Sample Clauses

Definition of Confidential Material. National Fuel’s “trade secrets” and “confidential and proprietary information” include, but are not limited to, any and all memoranda, software, data bases, computer programs, interface systems, pricing and client information, and records pertaining to National Fuel’s methods or practices of doing business and marketing its services and products, whether or not developed or prepared by Kxxxxxx during the term of his employment with National Fuel or in connection with his providing consulting service to National Fuel. National Fuel’s trade secrets and confidential and proprietary information also include “writing” or “writings,” which shall mean and include all works, expressed in words, numbers or other verbal or numerical symbols, regardless of the physical manner in which they are embodied, including, but not limited to, books, articles, manuscripts, memoranda, computer programs, computer software systems, maps, charts, diagrams, technical drawings, manuals, video and audio tape recordings, and photographs, whether or not developed or prepared by Kxxxxxx during the term of his employment with National Fuel or in connection with his providing consulting services to National Fuel. National Fuel’s trade secrets and confidential and proprietary information shall include any information or material not generally known to the public (other than by act of Kxxxxxx or his representatives in breach of this Agreement) which gives the holder thereof an opportunity to obtain an advantage over competitors without knowledge of such information, as well as any information received from third parties under confidential conditions and information subject to National Fuel’s attorney-client or work-product privilege, the use or disclosure of which might reasonably be construed to be contrary to National Fuel’s interests.
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Definition of Confidential Material. In connection with discussions regarding the Transaction (the “Discussions”), the termConfidential Material” means any information (whether in written, electronic, oral or other form) that is transmitted by or on behalf of Discloser, before or after the date hereof, whether denominated as confidential or not, which could be reasonably understood by Recipient to be, proprietary and confidential, including, without limitation, any computer programs, business plans, work product, analyses, sales data, financial data, product/services specifications and designs, customer data, personnel information, software, codes, reports, processes, screen layouts, printouts, memoranda, notes, correspondence, marketing plans, studies, derivative works, documents, training materials, records, information regarding business transactions and any other information delivered by or on behalf of Discloser to Recipient pursuant to this Agreement. The term Confidential Material also includes all Nonpublic Personal Information (as defined in the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (15 U.S.C § 6801 et. seq.) and its implementing regulations. The term Confidential Material does not include any information that is (i) already known to the public at the time of disclosure or thereafter becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement); or (ii) was or becomes available to Recipient from a person not otherwise known to Recipient after reasonable inquiry to be prohibited from transmitting the information to Recipient; or (iii) is produced as a result of Recipient’s independent development without use of any Confidential Material of Discloser. As used in this Agreement, “person” shall be broadly interpreted to include, without limitation, any corporation, company, joint venture, partnership or individual.
Definition of Confidential Material. For purposes of this letter agreement, “Confidential Material” means any and all (i) information (in any form or medium of communication, whether written, oral, electronic or magnetic) concerning the Company or its business or affairs (whether or not prepared by the Company, its Representatives or otherwise and irrespective of whether any such information is labeled or otherwise identified as confidential) that is furnished, disclosed or shown to one or both of the Nominees by the Company or on behalf of the Company by any of its Representatives, including, without limitation, such information concerning the Company’s historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, financing plans, strategic and contractual relationships, customers and suppliers, facilities, equipment and other properties and assets, past, current and planned operations, strategies, research and development, products, processes, manufacturing, marketing, market data and studies, business plans, preclinical and clinical programs, preclinical and clinical trial data and/or results, pharmaceutical or biologic candidates and products, trade secrets, concepts, improvements, know-how, inventions, discoveries, patents, patent applications that have not been published and other intellectual property and (ii) analyses, compilations, forecasts, studies, interpretations, summaries, notes, data and other documents and materials (in any form or medium of communication, whether written, oral, electronic or magnetic), whether prepared by the Company or its Representatives or Nominees or others, which contain, reflect or are generated from or based upon, in whole or in part, the information referred to in clause (i) above. The term “Confidential Material” does not include that portion (and only that portion) of any information that (x) is or becomes available to the public generally (other than as a result of disclosure by Nominees), (y) was available to the Nominees on a non-confidential basis prior to its disclosure to the Nominees by the Company or its Representatives or (z) becomes available to the Nominees on a non-confidential basis from a source other than the Company or its Representatives.
Definition of Confidential Material. Subject to paragraph 4 below, the termConfidential Material” as used in this letter shall mean (i) should discussions between Seahawk and Receiving Party progress to such a point, the existence, subject matter, terms (including pricing terms), conditions, and other facts of any Definitive Agreement and related loan documents that may be negotiated between Seahawk and Receiving Party, and (ii) any and all information, documents, records, data, trade secrets, inventions, processes, blueprints, and all non-public, confidential, or proprietary information of Seahawk, including, without limitation, all marketing, technical, engineering, operational, economic, financial, legal knowledge, or other information concerning the operations, financial condition, and Business and affairs of Seahawk, or anything of a proprietary nature, that it furnished or otherwise disclosed to Receiving Party or any of its Representatives by or on behalf of Seahawk or its Representatives, and whether prepared by Seahawk, its Representatives, or otherwise (including any such items furnished on and after the execution of this letter), whether oral, written, or electronic regardless of the form in which initially or subsequently reflected, together with all analyses, compilations, studies, memoranda, notes, and other documents, records, and data (in whatever form maintained, whether documentary, computer, or other electronic storage or otherwise) prepared by Receiving Party or any of its Representatives which contain or otherwise reflect or are generated from such information and documents.

Related to Definition of Confidential Material

  • Definition of Confidential Information The term “Confidential Information” shall mean all information that either party discloses (a “Disclosing Party”) to the other party (a “Receiving Party”), whether in writing, electronically, or orally and in any form (tangible or intangible), that is confidential, proprietary, or relates to clients or shareholders (each either existing or potential). Confidential Information includes, but is not limited to:

  • Return of Confidential Material Executive shall promptly ------------------------------- deliver to the Company on termination of Executive's employment with the Company, whether or not for Cause and whatever the reason, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints, Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies of such materials which Executive may then possess or have under Executive's control. Upon termination of Executive's employment by the Company, Executive shall not take any document, data, or other material of any nature containing or pertaining to the proprietary information of the Company.

  • Confidential Information Definition Grantee acknowledges it and its employees or agents may, in the course of performing its responsibilities, be exposed to or acquire information that is: (i) confidential to Agency or Project participants or (ii) the disclosure of which is restricted under federal or state law, including without limitation: (a) personal information, as that term is used in ORS 646A.602(12), (b) social security numbers, and (c) information protected by the federal Family Educational Rights and Privacy Act under 20 USC § 1232g (items (i) and (ii) separately and collectively “Confidential Information”).

  • Definition of Proprietary Information The Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company and the Executive as proprietary and confidential (the “Proprietary Information”).

  • Definition of Customer Information Any Customer Information will remain the sole and exclusive property of the Trust. “Customer Information” shall mean all non-public, personally identifiable information as defined by Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended, and its implementing regulations (e.g., SEC Regulation S-P and Federal Reserve Board Regulation P) (collectively, the “GLB Act”).

  • Confidential Material (a) Each Bank agrees that any information, documentation or materials provided by each Borrower or such Borrower’s Affiliates, trustees, directors, officers, employees, agents or representatives (“Representatives”) disclosing the portfolio holdings of such Borrower or disclosing other non-public information in relation to this Agreement or the other Loan Documents (“Confidential Material”), whether before or after the date of this Agreement, shall be treated confidentially, using the same degree of care that such Bank uses to protect its own similar material. (b) Confidential Material may be disclosed to Representatives of each Bank in connection with the transactions contemplated herein or in connection with managing the relationship of such Bank or its Affiliates with such Borrower but shall not be disclosed to any third party and may not be used for purposes of buying or selling securities, including shares issued by such Borrower; provided, however, that the Banks may disclose Confidential Material to (i) the Federal Reserve Board pursuant to applicable rules and regulations promulgated by the Federal Reserve Board (which, as of the Effective Date, require a filing of a list of all Margin Stock which directly or indirectly secures a Loan), (ii) the extent required by statute, rule, regulation or judicial process, (iii) counsel for any of the Banks or the Agent in connection with this Agreement or any of the other Loan Documents, (iv) bank examiners, regulators, auditors and accountants, or (v) any Assignee or Participant (or prospective Assignee or Participant) as long as such Assignee or Participant (or prospective Assignee or Participant) first agrees to be bound by the provisions of this Section 9.09. Notwithstanding anything to the contrary contained in this Section, any information that would, but for this sentence, constitute Confidential Material shall cease to be Confidential Material after the second anniversary of the date such information was first received by the Agent or any Bank.

  • Disposition of Confidential Information Upon termination of Agreement or request of City, Contractor shall within forty-eight (48) hours return all Confidential Information which includes all original media. Once Contractor has received written confirmation from City that Confidential Information has been successfully transferred to City, Contractor shall within ten (10) business days purge all Confidential Information from its servers, any hosted environment Contractor has used in performance of this Agreement, work stations that were used to process the data or for production of the data, and any other work files stored by Contractor in whatever medium. Contractor shall provide City with written certification that such purge occurred within five (5) business days of the purge.

  • Protection of Confidential Information The Servicer shall keep confidential and shall not divulge to any party, without the Seller’s prior written consent, any nonpublic information pertaining to the Mortgage Loans or any borrower thereunder, except to the extent that it is appropriate for the Servicer to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies or it is otherwise in accordance with Accepted Servicing Practices.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • Destruction of Confidential Information Upon the written request of the disclosing Party, the receiving Party shall cease using and arrange for the destruction of all copies of any Confidential Information then in the receiving Party’s possession or under such Party’s control. The receiving Party agrees to dispose of the Confidential Information in such a manner that the information cannot be read or reconstructed after destruction. Upon the written request of the disclosing Party, the receiving Party shall certify in writing that it has complied with the obligations set forth in this paragraph.

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