Disclosure and Use of Confidential Information. 12.1 The Recipient acknowledges that:
12.1.1 the Confidential Information is a valuable, special and commercial asset of the Disclosing Party; and
12.1.2 the Disclosing Party may suffer irreparable harm or economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.
12.2 All Confidential Information disclosed by the Disclosing Party to the Recipient or which otherwise comes to the knowledge of the Recipient or to which it gains access, is acknowledged by the Recipient:
12.2.1 to be proprietary to Disclosing Party; and
12.2.2 not to confer any rights of whatsoever nature in such Confidential Information on the Recipient.
12.3 The Recipient irrevocably and unconditionally agrees and undertakes:
12.3.1 to treat and safeguard the Confidential Information as strictly private, secret and confidential;
12.3.2 not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Disclosing Party, or otherwise use it to the detriment the Disclosing Party;
12.3.3 except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be granted or withheld in the sole and absolute discretion of the Disclosing Party, provided that where such consent is granted, the Recipient shall at all times remain liable for the actions of such permitted Recipient that would constitute a breach of this Agreement.
12.3.4 not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Disclosing Party, it being recorded that any copies in whatever form, shall be and remain the property of the Disclosing Party, and
12.3.5 to keep all Confidential information safely and securely and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.
12.4 The undertakings given by the Recipient in terms of this clause 12 shall not apply to any information which:
12.4.1 is or becomes generally available to the public other than by the negligence or...
Disclosure and Use of Confidential Information. Except to the extent expressly authorized by this Agreement, each Party (the “Receiving Party”) in possession of the Confidential Information of the other Party (the “Disclosing Party”) agrees to: (a) hold in confidence and not disclose the Disclosing Party’s Confidential Information to any Third Party and (b) only use the Disclosing Party’s Confidential Information for purposes of this Agreement or under any license granted to the Receiving Party under this Agreement.
Disclosure and Use of Confidential Information. Except to the extent expressly authorized by this Agreement (including under Section 7.3), each Party (for purposes Article 7, the “Receiving Party”) in possession of the Confidential Information of the other Party (for purposes Article 7, the “Disclosing Party”) agrees to: (a) hold in confidence and not disclose the Disclosing Party’s Confidential Information to any Third Party (other than by a Party to an Affiliate under an obligation of confidentiality) and (b) only use (or permit the use of) the Disclosing Party’s Confidential Information in connection with activities contemplated by this Agreement. Except as otherwise expressly provided in this Agreement, nothing in Article 7 shall restrict either Party from using or disclosing any of its own Confidential Information for any purpose whatsoever.
Disclosure and Use of Confidential Information. 2.1 Each of Aurizon Network and the RIM (“the Recipient”) undertakes to keep confidential and not disclose any Confidential Information disclosed by the other party to it (“the Discloser”) or permit any person employed or engaged by it to disclose any such Confidential Information to any person (including other individuals employed or engaged by that party) except in accordance with this Deed, and to use Confidential Information disclosed by the Discloser only for the Permitted Purpose, unless:
(a) the Discloser provides its prior written approval; or
(b) the disclosure and/or use is:
(1) required or compelled by any law;
(2) required or compelled by any order of a court;
(3) required or compelled by notice validly issued by any Authority;
(4) necessary for the conduct of any legal proceedings, including any dispute resolution process under the Rail Connection Agreement, the Aurizon Network Access Undertaking or the Queensland Competition Authority Act 1997 (Qld);
(5) required under any stock exchange listing requirement or rule; or
(6) to the Recipient’s solicitors, barristers, or accountants under a duty of confidentiality.
Disclosure and Use of Confidential Information. (a) Without limiting the definitions set forth in Section 8(b), above, Instructor shall consider and treat all Proprietary Knowledge received or accessed, directly or indirectly, by or for Instructor as Confidential Information.
(b) Notwithstanding any provisions of this Agreement, Instructor shall have no right to make or receive copies or reproductions of any Confidential Information which Instructor is, directly or indirectly, given the opportunity to view or review.
(c) Except as otherwise required by law, and subject to Section 9, Instructor shall:
(1) hold the Confidential Information in the strictest confidence;
(2) not modify, disseminate, transfer or otherwise publish or communicate, or in any way disclose to any third party, directly or indirectly, the Confidential Information, in whole or in part, except as provided herein or with the express prior written consent of HHC;
(3) not, directly or indirectly, use or exploit the Confidential Information for Instructor’s (or its Representatives’) own benefit, or for the benefit of any third party, or otherwise for any purpose, other than in furtherance of the Purpose, and
(4) not use or disclose the Confidential Information in any way harmful to HHC, its business or prospects.
(d) Notwithstanding the foregoing, Instructor may disclose Confidential Information to its Representatives who need to have the information in order to carry out the Purpose, provided that each such Representative has agreed in writing to keep confidential and protect the confidentiality of such Confidential Information in a manner substantially similar to the requirements of this Confidentiality Agreement. Neither Instructor nor its Representatives may use any Confidential Information disclosed to it by, on behalf of, or at the direction of, HHC for any purpose other than the Purpose, and shall not, directly or indirectly, use or exploit such Confidential Information for Instructor’s (or its Representatives’) own benefit, or for the benefit of any third party. Instructor shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of HHC in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that Instructor utilizes to protect its own confidential and proprietary information of a similar nature, but in no event le...
Disclosure and Use of Confidential Information. 7.2.1 Each Party may use and disclose Confidential Information as needed to accomplish the SOW.
7.2.2 A Party may disclose the other Party’s Confidential Information:
(a) As required by a court, administrative or regulatory body of competent jurisdiction, by law, regulation or other applicable legal authority, or for patent filings and/or prosecution; or
(b) When requested by the chairman of a congressional oversight committee of jurisdiction acting in its oversight capacity; or
(c) When needed to provide medical care to a research subject when, in the opinion of the research subject’s health care providers, such treatment is reasonable and necessary; or
(d) With the prior written consent of the providing Party.
7.2.3 A Party shall provide notice to the other Parties of an intended disclosure under (a), (b), and (c) of Section 7.2.2 as soon as possible and shall limit any such disclosure to the extent possible. Disclosure in accordance with Section 7.2.2 will not otherwise affect the confidential nature of the information.
Disclosure and Use of Confidential Information. Each party must not during the Term or for five years after the end of the Term, disclose to any third party, or use for any purpose, any of the Confidential Information of the other party.
Disclosure and Use of Confidential Information. Employee recognizes ---------------------------------------------- and acknowledges that information about Employer's and affiliates' present and prospective clients, franchises, management contracts, acquisitions and personnel, as they may exist from time to time, and to the extent it has not been otherwise disclosed, is a valuable, special and unique asset of Employer's business ("Confidential Information"). Throughout the term of this Agreement and for a period of two (2) years after its termination or expiration for whatever cause or reason except as required by applicable law, Employee shall not directly or indirectly, or cause others to, make use of or disclose to others any Confidential Information. During the term of this Agreement and for a period of two years thereafter, Employee agrees not to solicit for employment, directly or indirectly, on his behalf or on behalf of any person or entity, other than on behalf of Employer, any person employed by Employer, or its subsidiaries or affiliates during such period, unless Employer consents in writing. In the event of an actual or threatened breach by Employee of the provisions of this paragraph, Employer shall be entitled to injunctive relief restraining Employee from committing such breach or threatened breach. Nothing herein stated shall be construed as preventing Employer from pursuing any other remedies available to Employer for such breach or threatened breach, including the recovery of damages from Employee. "Affiliate" as used in this Agreement means a person or entity that is directly or through one or more intermediates controlling, controlled by or under common control with another person or entity.
Disclosure and Use of Confidential Information. 14.1 The Recipient acknowledges that:
Disclosure and Use of Confidential Information. Bank agrees to keep confidential all information disclosed to it by Borrower in connection with this Agreement or the Loans or otherwise made available to Bank pursuant to the terms hereof, with the exception of information that is either publicly available or obtained by Bank from third parties not known by the Bank to be subject to any confidentiality agreement with Borrower (collectively, excluding such exceptions, the "Confidential Information") and Bank shall not, without Borrower's prior written consent, disclose to any third party, firm, corporation or entity (other than regulatory agencies having jurisdiction over Bank) such Confidential Information, except: (a) as required by law and (b) to third-party consultants of Bank, including, but not limited to, attorneys and accountants, on a "need to know" basis in connection with the negotiation, execution, or administration of this Agreement or any of the Loan Documents, or the enforcement of any Borrower's Obligations or any of Bank's rights thereunder, provided that such third-party consultants' possession and/or use of such Confidential Information shall be subject to the provisions of this Section. Bank shall use such Confidential Information only for the purposes of its evaluation, administration, and enforcement of the Agreement, the Loan Documents, and the Loans.
