Disclosure and Confidentiality Sample Clauses
Disclosure and Confidentiality. The Executive agrees to provide, and agrees that the Company similarly may provide in its discretion, a copy of the covenants contained in this Agreement to any business or enterprise which the Company may directly or indirectly own, manage, operate, finance, join, control or in which the Company participates in the ownership, management, operation, financing or control, or with which the Company may be connected or may become connected as an officer, director, executive, partner, principal, agent, representative, consultant or otherwise. The Executive also agrees that the Company may disclose a copy of this Agreement if legally required to do so, and in connection with a partnering transaction or financing, assuming that an appropriate confidentiality agreement is in place. The Executive further agrees not to disclose the existence or terms of this Agreement to any person other than the Executive's immediate family and legal, financial or accounting professional.
Disclosure and Confidentiality. (a) Zion agrees to furnish Network 1 with all financial and other information (the "Information") which Network 1 may reasonably request in connection with Transactions. Zion represents that (i) to the best of its knowledge, the Information that has been or will be made available to Network 1 or its affiliates by Zion (directly or indirectly) is or will be, when furnished, correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading, (ii) all historical financial statements provided to Network 1 by Zion (directly or indirectly) will be prepared (except as otherwise disclosed to Network 1) in accordance with generally accepted accounting principals and practices then in effect in the relevant jurisdiction and will present fairly the financial condition and operations of the entities and businesses covered thereby, and (iii) any projections, financial or otherwise, provided to Network 1 by Zion (directly or indirectly) will be prepared in good faith with a reasonable basis for the assumptions and the conclusions reached therein and on a basis consistent with the historical financial data of the entities and businesses covered thereby.
(b) Zion agrees that it will notify Network 1 promptly (i) of any material adverse change, or any development that is likely to lead to any material adverse change, in the Information and (ii) of any statement contained in any historical financial data provided to Network 1 which is not materially accurate or which is incomplete or misleading in any material respect. Zion acknowledges that Network 1 may rely, absent manifest error, without independent verification, upon the accuracy and completeness of the Information as such Information may be supplemented pursuant to the preceding sentence (provided by Zion or any of its representatives), and that Network 1 does not assume any responsibility therefor.
(c) Zion recognizes and confirms that Network 1, in acting pursuant to this engagement, will be using information in public reports and other information provided by others, including information provided by Zion and its affiliates, if any, and their auditors, attorneys or agents, and that Network 1 does not assume responsibility for, and may rely without any obligation or independent verification upon, t...
Disclosure and Confidentiality. 13.1 With respect to the information and materials of the borrower obtained in the signing and performance of this contract, the loaner may not violate any law, rule or regulatory requirement to use such information and materials. It should assume the confidentiality liability but not disclose such information and materials to any third party, except for under following circumstances:
(1) The law or rule requires such disclosure;
(2) The judicial department or regulatory authority requires such disclosure;
(3) When the borrower does not repay the principal and/or interest of the loan in time, the loaner has to make the disclosure to the external professional advisor for the purpose of realizing the creditor’s right under this contract but such external professional advisor must assume the confidentiality obligation;
(4) The borrower agrees or authorizes the loaner to make the disclosure.
13.2 The borrower confirms that it has signed the Credit Information Inquiry and Provision Authorization. The loaner may inquire, use and keep the credit information of the borrower within the scope regulated by the authorization.
13.3 Besides the circumstance specified in Article 13.1 and Article 13.2, the borrower further agrees Bank of Communications Co., Ltd. to use or disclose the information and materials of the borrower under following circumstances, including but not limited to the basic information, credit transaction information, adverse information and other relevant information and materials of the borrower, and is willing to assume all the consequences thereof: Bank of Communications Co., Ltd. may disclose such information and materials on a confidentiality basis to the business outsourcing institution, third party service provider, other financial institutions and other institutions or individuals that the loaner deems necessary, including but not limited to other branches or wholly-owned subsidiaries of Bank of Communications Co., Ltd. for the purpose below: ① It conducts the line of credit business or any relevant business, such as promoting the line of credit business of Bank of Communications Co., Ltd., calling for the debt from the borrower and transferring the creditor’s right of the line of credit business; ② The loaner provides or may provide the borrower with the new product or service, or further provides the service. Whether Article 13.3 is applicable should be subject to Article 24 of this contract.
Disclosure and Confidentiality. Confidential Information Each party and its employees or agents may be exposed to or may acquire information that is proprietary or confidential to the other party. Each party shall hold such “Confidential Information” in strict confidence and shall not disclose any such information to any third party. Confidential Information includes but is not limited to: (a) any technical information, design, process, procedure, formula, or improvement, as well as any formulae, specifications, designs, business or work processes and procedures, instructions, and other data relating to the development, production of any work done specifically for the Customer; (b) any business plans and financial information of the other party; and (c) any information labeled as “confidential,” all regardless of whether such information would be protected under the common law. Non-Confidential Information Notwithstanding the preceding provision, Confidential Information does not include: Information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise; Information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other; Information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party; and Information that must be disclosed pursuant to court order or by law. Confidential Agreement No copy of this MSA, Service Attachments, quotes, discussions, negotiations, terms or conditions, pricing, or any other information relating to this MSA may be disclosed to any third party, except by reason of legal, accounting or regulatory requirements, without the prior written consent of the parties hereto. Information Releases Notwithstanding the preceding provisions, Provider may publicly refer to Customer, orally and in writing, as a Customer of Provider. Any other reference to Customer by Provider may be made only pursuant to a written agreement between the parties.
Disclosure and Confidentiality. Business Associate may maintain a confidentiality agreement with the individuals of its workforce, who have access to Protected Health Information. This confidentiality agreement should be substantially similar to the sample Authorized Workforce Confidentiality Agreement included as Exhibit “A” to this Agreement.
Disclosure and Confidentiality. The Customer irrevocably authorizes the Bank to store, disclose or send any and all of the particulars and information relating to the Customer, the Instruction, the Account, the BizChannel Account and the Third Party Account, to any of the following persons at any time and from time to time (as may be permitted by the applicable laws and legislation):
i. a Subsidiary, Affiliate or other Related Corporations considered appropriate by the Bank in the provision of the relevant Services;
ii. all courts, governmental agencies and lawful authorities in Singapore and elsewhere where the disclosure is required by law;
iii. any person the Bank in good faith considers to be appropriate in the provision of the relevant Services, including any agents, contractors or third party service providers;
iv. any person in connection with the use or maintenance of any Account or Service;
v. any guarantor or surety of any indebtedness, liability or obligation of the Customer, including any person who provides any security to the Bank for such indebtedness, liability or obligation;
vi. where the data or information that is commonly given by the Customer to the Bank in the use of the Bank’s products (hereinafter referred to as “Customer Personal Data”), any party for the commercial purposes of the Bank and the Customer has understood the explanation given by the Bank with regard to the objectives and consequences of the delivery or dissemination of the Customer Personal Data; or
vii. any other person at any time where the particulars of any Account were inadvertently divulged, revealed or disclosed to or accessed by such person through no willful default or gross negligence of the Bank and its officers. The Customer shall not use or disclose, and procure that the Authorized Parties shall not use or disclose, any material and/or information on the Bank’s website pertaining to the Electronic Banking and/or the Services other than to access and use the Electronic Banking and/or the Services. In the event that the Customer or the Authorized Parties receives or retrieves any information from the Electronic Banking and/or the Services that is not intended for the Customer, the Customer shall immediately inform the Bank.
Disclosure and Confidentiality. 8.1 TM reserves the right to disclose any personal information about you or your usage of the TM Service without your prior permission if TM in good faith, believes that such action is necessary to: (1) conform to legal requirements or comply with legal process;
Disclosure and Confidentiality. 6.1. Confidential Information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) may be oral or in writing, provided that any information disclosed orally shall be reduced to writing within [***] ([***]) days of disclosure and all such information shall be clearly marked “CONFIDENTIAL” on the first page of such written disclosure.
6.2. Receiving Party agrees that all Confidential Information received under this Agreement or the Original Agreement shall be maintained in confidence during the Term and for a period of [***] ([***]) years from the expiration or termination date of this Agreement and further agrees not to use such Confidential Information for any purpose other than fulfilling the purposes and upholding the obligations of this Agreement without the prior written consent of Disclosing Party. Receiving Party shall use the same standard of care to protect the confidentiality of Confidential Information received under this Agreement as it uses to protect its own Confidential Information, and shall limit disclosure of Disclosing Party’s Confidential Information to those of its employees, agents, consultants, investors and potential investors, Sublicensees, potential sublicensees and collaborators who have an actual need to know such information and who have a written obligation, or are subject to applicable University policies, to protect the confidentiality of such Confidential Information which is at least as protective of such information as the agreement contained herein.
6.3. Notwithstanding Articles 2 or 6.2, the obligations of the Receiving Party regarding confidentiality and use of University Technology or Confidential Information disclosed hereunder shall not include:
(i) information which, at the time of disclosure, was published, known publicly, or otherwise in the public domain;
(ii) information which, after disclosure, is published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the Receiving Party;
(iii) information which the Receiving Party can establish was in its possession prior to the time of disclosure;
(iv) information which, after disclosure, is made available to Receiving Party in good faith by a third party under no obligation of confidentiality to the Disclosing Party; or information which either party is required to disclose to comply with applicable laws or regulations, or with a court or administrative order, provided that the Disclosing Party rece...
Disclosure and Confidentiality. Disclosure. Each party may disclose to the other party certain Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. “
Disclosure and Confidentiality. Each Party may disclose to the public this Agreement and information with the respect to the Activity in accordance with its policies and procedures on access to information that are in effect at the time of such disclosure.