Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and (a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld; (b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC. (c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 5 contracts
Samples: Generator Interconnection Agreement, Generator Interconnection Agreement, Generator Interconnection Agreement
Disclosure of Confidential Information. Neither Each Party shall may disclose Confidential Information belonging to any the other personParty as expressly permitted by this Agreement, except as provided below or if and in Articles 22.1.4 andto the extent such disclosure is reasonably necessary:
(a) A Party may disclose to be disclosed by Urovant to its Affiliates, Sublicensees, agents, consultants, and/or other Third Parties in the other Party’s Confidential Information ordinary course of business in accordance with this Agreement (including the consent exercise of licenses granted to Merck hereunder), either inside or outside the Territory for the Development or Manufacture of the other PartyLicensed Compounds and/or the Licensed Products inside and outside the Territory, and/or the Commercialization of the Licensed Products in the Territory (or for such consent not persons to determine their interest in performing such activities) in accordance with this Agreement, on the condition that such Affiliates and/or Third Parties agree to be unreasonably withheld;bound by the confidentiality and non-use obligations contained in this Agreement; provided, that the term of confidentiality for such Affiliates and/or Third Parties shall be no less than [***].
(b) A Party may disclose the other Party’s Confidential Information to be disclosed by Merck or its Affiliates (limited by any Applicable Reliability Standards to the Licensee, or Standards of Conduct requirements), subcontractors, employeesLicensee’s agents, consultants, and/or sublicensees for the Development of the Licensed Compound and/or the Licensed Product inside and outside the Territory, Manufacturing of the Licensed Compound and/or the Licensed Product inside and outside the Licensee Territory and/or the Commercialization of the Licensed Product outside the Licensee Territory (or for such persons to parties who may be or considering providing financing to or equity participation determine their interest in performing such activities) in accordance with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systemsthis Agreement, on a need- tothe condition that Licensee and/or such Third Parties agree to be bound by the confidentiality and non-know basis use obligations contained in connection with this GIA and Transmission Provider’s GIPAgreement; provided, howeverthat that the term of confidentiality for Licensee, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.Affiliates and/or Third Parties shall be no less than [***]; and
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed to governmental or other regulatory agencies in connection with a dispute between order to obtain patents or among to gain or maintain approval to conduct clinical studies or to market the PartiesLicensed Products, or but such disclosure may be only to the defense of litigation or dispute; or(iii) extent reasonably necessary to fulfill its obligations under this GIA obtain such patents or under the Transmission Provider’s Tariffauthorizations, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking all reasonable steps shall be taken to protect the other Party’s confidentiality of such Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresInformation.
Appears in 3 contracts
Samples: License Agreement, License Agreement (Urovant Sciences Ltd.), License Agreement (Urovant Sciences Ltd.)
Disclosure of Confidential Information. Neither Each of Marathon, USX and Ashland (each, a “Disclosing Party”) hereby agrees that during the Term of the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information relating to the Company and its subsidiaries (“Confidential Information”) except pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the other parties hereto which expressly provides that the other parties hereto shall be a beneficiary thereof (a “Confidentiality Agreement”). The foregoing restriction on disclosure of Confidential Information shall not apply to (i) information which is or becomes part of the public domain through no fault or breach of the Disclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iii) information received by the Disclosing Party from a third party; provided that the Disclosing Party, after reasonable inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party shall give the Company timely notice of the service of the subpoena or other process so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (vi) information which is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, a Disclosing Party shall be permitted to disclose Confidential Information to its directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its “Representatives”) if the Disclosing Party informs its Representatives of the confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A . Each Disclosing Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to shall be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by responsible for any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions breach of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including 14.02 by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCits Representatives.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 3 contracts
Samples: Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp), Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp), Put/Call, Registration Rights and Standstill Agreement (Ashland Inc)
Disclosure of Confidential Information. Neither Each of Marathon, USX and Ashland (each, a "Disclosing Party") hereby agrees that during the Term of the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information relating to the Company and its subsidiaries ("Confidential Information") except pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the other parties hereto which expressly provides that the other parties hereto shall be a beneficiary thereof (a "Confidentiality Agreement"). The foregoing restriction on disclosure of Confidential Information shall not apply to (i) information which is or becomes part of the public domain through no fault or breach of the Disclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iii) information received by the Disclosing Party from a third party; provided that the Disclosing Party, after reasonable inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party shall give the Company timely notice of the service of the subpoena or other process so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (vi) information which is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, a Disclosing Party shall be permitted to disclose Confidential Information to its directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its "Representatives") if the Disclosing Party informs its Representatives of the confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A . Each Disclosing Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to shall be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by responsible for any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions breach of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including 14.02 by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCits Representatives.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 2 contracts
Samples: Put/Call, Registration Rights and Standstill Agreement (Ashland Inc), Put/Call, Registration Rights and Standstill Agreement (Ashland Inc)
Disclosure of Confidential Information. Neither (i) The Disclosing Party represents and warrants that it has the right to disclose its Confidential Information to the Receiving Party, subject to the confidentiality obligations contained in this Section 13.1.
(ii) During the Term of this Agreement and at all times thereafter as specified in Sections 13.1(b)(iii) and 13.1(b)(iv) below or elsewhere in this Agreement. Subject to the requirements of Sections 13.2(b) and 13.3, as applicable, each Receiving Party shall use at least the same degree of care to prevent disclosure, dissemination, and misuse of the Disclosing Party's Confidential Information to third parties as the Receiving Party employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care.
(iii) The Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, directors, attorneys, financial advisors, contractors, and agents (including DIR Auditors in the case of DIR) provided that (A) such person or Entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with respect to this Agreement or as otherwise naturally occurs in such person's scope of responsibility; (B) such disclosure is made pursuant to an obligation of confidentiality upon such person or Entity that is no less stringent than that set forth in this Section 13.1;and (C) such disclosure is not in violation of Law, the Service Management Manual or applicable DIR Standards. The Receiving Party assumes full responsibility for the acts or omissions of any other person, except as provided below person or Entity to whom it discloses Confidential Information of the Disclosing Party regarding their use of such Confidential Information and must take commercially reasonable measures to protect the Confidential Information from disclosure or use in Articles 22.1.4 andcontravention of this Agreement.
(aiv) A The Receiving Party may disclose the other Party’s Confidential Information of the Disclosing Party as required to satisfy any legal requirement of a competent government body, provided that, promptly upon receiving any such request, the Receiving Party, to the extent it may legally do so, gives notice to the Disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to the making such disclosure in order that the Disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. The Receiving Party shall use reasonable efforts to cooperate with the consent Disclosing Party in its efforts to seek a protective order or other appropriate remedy or, in the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment shall be accorded such Confidential Information.
(v) Unless expressly permitted by this Agreement, neither Party shall (A) make any use or copies of the Confidential Information of the other Party, such consent not to be unreasonably withheld;
Party except as expressly contemplated by this Agreement; (bB) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by possess or acquire any Applicable Reliability Standards right in or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing assert any lien against the Confidential Information of the other Party; (C) sell, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information assign, transfer, lease, encumber, or otherwise dispose of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may or disclose the Confidential Information of the other Party when to third parties or commercially exploit, or permit a third party to commercially exploit, such disclosure is: information, including through Derivative Works; or (iD) required by law; refuse for any reason (ii) reasonably deemed including a default or material breach of this Agreement by the disclosing Party other Party) to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of promptly provide the other Party's Confidential Information under this subparagraph and subject (including any copies thereof) to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing if requested to do so, unless otherwise required under Law to retain copies of its intent to disclose the Confidential Information as described in Section 13.1(f).
(vi) Notwithstanding the provisions of this Section 13.1(b), DIR may disclose Confidential Information relating to the financial or operational terms of this Agreement and/or Service Provider's performance hereunder (e.g. applicable Service Levels and use Reasonable Efforts measurements of Service Provider's performance with respect to cooperate such Service Levels) in connection with a benchmarking under Section 11.10 or the solicitation of proposals for or the procurement of the same or similar services from prospective DIR Contractors.
(vii) Notwithstanding the provisions of this Section 13.1(b), the Parties acknowledge and agree that each Party may be required to disclose Confidential Information pursuant to Chapter 552, Texas Government Code (the "Public Information Act"), that DIR and Customers shall be required to and may disclose this Agreement and the terms hereof pursuant to the Public Information Act and that the Parties shall comply with the other Public Information Act and with all applicable opinions of the Office of the Texas Attorney General concerning the Public Information Act.
(viii) Each Party in seeking shall take all necessary steps to protect cause its employees, contractors, and subcontractors to comply with the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresprovisions of Article 13.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Disclosure of Confidential Information. Neither Notwithstanding anything to the contrary in Section 4.6(a), each Party shall may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andthe extent that such disclosure is:
(ai) A Party may disclose the made in response to a valid order of a court or other Party’s Confidential Information with the consent tribunal of the other Partycompetent jurisdiction, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing (a) the Recipient will first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and/or to obtain a protective order requiring that the Confidential Information that is the subject of such order or administrative or judicial process be held in confidence by such court or agency or, if disclosed, be used only for the other Partypurposes for which the order was issued, (b) the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP Recipient and the person agrees applicable Representatives agree not to comply with such provisions, including by executing oppose any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed action by the disclosing Disclosing Party to be required obtain an order to be disclosed in connection with quash or a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresappropriate remedy and cooperate fully with the Disclosing Party in connection therewith, and (c) in the event that no such order to quash or protective order or other remedy is obtained, the Recipient and its Representatives will furnish only that portion of the Confidential Information that Recipient is advised by outside counsel is legally required and exercise their Commercially Reasonable Efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information;
(ii) otherwise required by applicable law (subject to providing prior written notification to the Disclosing Party and allowing sufficient time for the Disclosing Party to seek confidential treatment where available);
(iii) otherwise required by applicable securities laws, provided that such Party will provide the other Party with a written copy of all proposed filings, registrations, or notifications within such time frame as to allow for a reasonably sufficient time for review and comment by the other Party prior to the submission of such proposed filing, registration, or notification. The other Party will cooperate with such filing, registration, or notification and will execute all documents reasonably required in connection therewith. To the extent permitted by applicable law, the Parties will request confidential treatment of sensitive provisions of this Agreement. The Parties will promptly inform each other as to the activities or inquiries of any governmental entity relating to this Agreement and will cooperate to respond to any request for further information therefrom; and
(iv) made pursuant to and in accordance with Sections 3.1(b) or 3.2(b).
Appears in 2 contracts
Samples: Collaboration Agreement (Corporate Executive Board Co), Collaboration Agreement (Advisory Board Co)
Disclosure of Confidential Information. Neither (a) During the Term and thereafter, neither Party shall disclose Confidential Information directly or indirectly publish, disseminate or otherwise disclose, deliver or make available to any person outside its organization any of the other personParty’s Confidential Information, except as provided below expressly permitted herein. Each Party shall have the right to provide Confidential Information received from the other Party to its employees, consultants and advisors and permitted Sublicensees, and the employees, consultants and advisors of its Affiliates, who have a need to know the Confidential Information and an obligation to maintain in Articles 22.1.4 and
confidence the Confidential Information of the Disclosing Party. Either Party shall be entitled to disclose Jointly-Owned Know-How, including data and other Information that become Jointly-Owned Know-How pursuant to Sections 4.1(d) or 4.2(c), to (ai) A its patent counsel and to patent-granting authorities in, or in connection with, patent applications for purposes of prosecuting its Sole Collaboration Patent Rights, subject to review and discussion by the JPT pursuant to Section 7.3(a); and (ii) other Third Parties for all other purposes which are authorized and contemplated by this Agreement. For clarity, neither Party may shall have the right to disclose the other Party’s Confidential Information with Sole Collaboration IP in, or in connection with, any patent applications without the consent of the other Owning Party, such consent not to be unreasonably withheld;’s prior written consent.
(b) A To the extent that a Party may disclose has been granted the right to sublicense under the terms of this Agreement, each Party shall have the right to provide Confidential Information received from the other Party’s Party to the employees, consultants and advisors of its sublicensees and potential sublicensees who have a need to know the Confidential Information and an obligation to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis maintain in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing confidence the Confidential Information of the other disclosing Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party Biogen Idec may disclose share with [**] the information conveyed to it under Sections 7 and 8 and information about the Development, Post Opt-In Development, Final Development, Manufacture and Commercialization of the Products. Such disclosure shall be under an obligation to maintain in confidence Sobi’s Confidential Information.
(d) The Parties agree that, as between Sobi and Biogen Idec, all Confidential Information provided by Amunix or otherwise arising in connection with any of the Amunix Agreements shall be treated for purposes of this Agreement as Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the PartiesBiogen Idec, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior subject to any disclosure more stringent confidentiality and non-use requirements of the other Party's Confidential Information under this subparagraph and subject applicable Amunix Agreement to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, extent such information is identified as the disclosing Party must promptly notify the other Party in writing confidential information of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresAmunix.
Appears in 2 contracts
Samples: Development and Commercialization Agreement (Bioverativ Inc.), Development and Commercialization Agreement (Bioverativ Inc.)
Disclosure of Confidential Information. Neither Party Consultant hereby agrees, on behalf of itself, its partners, its officers, its directors, its employees, its representatives and any subsidiaries or any affiliated entities controlled by Recipient (collectively, the "Consultant Affiliates") as follows:
(1) Recipient shall not at any time or in any manner or fashion, either directly or indirectly, without the prior agreement of Corporation;
(A) use, derive a benefit from or otherwise claim any proprietary interest in the Confidential Information;
(B) divulge, disclose Confidential Information or communicate to any third party or entity whomsoever any of the Confidential Information; or
(C) make any statement, public announcement or any release to trade publications or to the press or make any statement to any competitor, customer or any other personthird party, regarding the Confidential Information, except as provided below and may be required by a court of competent jurisdiction in Articles 22.1.4 andorder to comply with the requirements of any law, governmental order or regulation.
(a2) A Party may disclose Consultant shall take all reasonable action, which shall be necessary or appropriate, to prevent the other Party’s unauthorized use and disclosure of the Confidential Information, and to protect the interests of Corporation in and to the Confidential Information.
(3) Consultant shall require the Consultant Affiliates to abide by the terms of this Agreement and retain all Confidential Information with in strict confidence. Furthermore, at the consent request of the other Party, such consent not Corporation any Consultant Affiliate having access to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information shall be required to execute an agreement whereby such Consultant Affiliate agrees to be bound by the terms and conditions of the other Party, the disclosing Party first advises the person this Agreement relating to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCInformation.
(c4) A No Confidential Information shall be disclosed by Consultant to any consultant, professional representative, attorney, accountant, banker, agent or other party related to Recipient (hereinafter "Related Parties") without such Related Party may disclose executing an agreement whereby such Related Party agrees to be bound by the terms and conditions of this Agreement relating to the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresInformation.
Appears in 2 contracts
Samples: Consulting Agreement (Dover Petroleum Inc), Consulting Agreement (Dover Petroleum Inc)
Disclosure of Confidential Information. Neither 10.2.1 A Party shall shall, without the prior consent of the relevant other Party, be entitled to disclose Confidential Information of that other Party:
(i) that is reasonably required by the Party for the performance of its obligations under the Shareholders Agreement, Project Documents, the Government Support Package and the Finance Documents to which it is a party, including the disclosure of any Confidential Information to any employee, consultant, agent, officer, sub-contractor (of any tier) or adviser to the extent necessary to enable that Party to perform its obligations under the Shareholders Agreement, Project Documents, the Government Support Package and the Finance Documents to which it is a party;
(ii) to enable a determination to be made under the Dispute Resolution Procedure;
(iii) to the Independent Technical Assessor to enable it to perform its obligations under the ITA Deed;
(iv) to any Secured Creditors or their professional advisers (including any rating agencies, if applicable) or insurance advisers or, where it is proposed that a Person should or may provide funds (whether directly or indirectly and whether by loan, equity participation or otherwise) to the Infrastructure Provider to enable it to carry out its obligations under Shareholders Agreement, the Project Documents and the Government Support Package, to that Person and their advisers but only to the extent reasonably necessary to enable a decision to be taken on the proposal;
(v) to the extent required by the Modified WIA or any other personapplicable Law or pursuant to an order of any court of competent jurisdiction, except as provided below any parliamentary obligation or the rules of any stock exchange or governmental or regulatory authority having the force of Law, including for the purposes of the National Audit Xxx 0000, the Comptroller and Auditor General;
(vi) to register or record any authorisations and to effect property registration that may be required;
(vii) for the purpose of the examination and certification of any Party’s accounts;
(viii) in Articles 22.1.4 relation to disclosure by Thames Water, in order to fulfil its obligations under the Instrument of Appointment or assist in the planning or execution of other maintenance, renewal or enhancement projects that relate to the Sewer Network;
(ix) in relation to disclosure by Thames Water, to any Person in connection with or in anticipation of that person becoming a shareholder of Thames Water; and
(ax) A in relation to disclosure by the Infrastructure Provider, in order to fulfil its Project Licence obligations, providing that any such disclosure is made in Good Faith.
10.2.2 Nothing in this Clause 10 shall be deemed to prohibit, prevent or hinder, or render any Party may disclose liable for, the other Party’s Confidential Information with disclosure of any information by that Party to the consent Regulator, the Parliamentary Commissioner for Administration, a Minister of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by Crown or any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information department of the other PartyGovernment of the United Kingdom, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisionsEuropean Commission, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowParliament, the disclosing Party must promptly notify Mayor of London, the other Party in writing Greater London Authority or any department or officer of any of them for the purpose of facilitating the carrying out of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresfunctions.
Appears in 2 contracts
Samples: Liaison Agreement, Liaison Agreement
Disclosure of Confidential Information. Neither The Receiving Party hereby agrees that it shall disclose keep Confidential Information to confidential and that it will not disclose any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose of the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by in any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIPmanner whatsoever; provided, however, that before disclosing the Receiving Party may make any disclosure of such information to which the Disclosing Party gives its prior written consent. "Confidential Information" shall mean any proprietary and confidential information relating to RCS or Champps, as the case may be, disclosed by either party in connection with the performance of the parties' obligations under this Agreement and the agreements and transactions contemplated hereby. For the purposes of this Agreement, RCS and Champps are referred to as a "Disclosing Party" with respect to information it provides the other, and RCS and Champps are referred to as a "Receiving Party" with respect to information it receives from the other. For purposes of this Article IX, "RCS" shall include the Company and Mountzuris. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information of the other PartyInformation, the disclosing Receiving Party first advises shall provide the person to whom it intends to disclose Disclosing Party with prompt written notice of any such request or requirement so that the Confidential Information of Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Article 22 and Section 13.1 IX. If, in the absence of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresremedy or the receipt of a waiver by the Disclosing Party, the Receiving Party is nonetheless, in the written opinion of counsel, legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Receiving Party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that the Receiving Party exercises its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal.
Appears in 2 contracts
Samples: Stock Redemption and Debt Restructuring Agreement (Champps Entertainment Inc/ Ma), Stock Redemption and Debt Restructuring Agreement (Champps Entertainment Inc/ Ma)
Disclosure of Confidential Information. Neither Party shall Unless otherwise agreed to in writing by the Provider, the Recipient agrees as follows: except as required by law, not to disclose or reveal any Confidential Information to any person or entity other personthan its Representatives who are actively and directly participating in or advising on the evaluation, except consummation, approval, development, investment, financing, construction or operation of the Project, and where the Companies are the Recipient, Companies’ operation as provided below and in Articles 22.1.4 and
an electric utility (a) A Party may disclose the other Party’s “Acceptable Purposes”), or those Representatives who otherwise need to know the Confidential Information with the consent of the other Party, for such consent Acceptable Purposes. not to be unreasonably withheld;
(b) A Party may disclose the other Party’s use Confidential Information to its Affiliates (limited by for any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of purpose other Affected Systems, on a need- to-know basis than in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) Acceptable Purposes. except as required by law; , not to disclose to any person or entity (iiother than those of its Representatives who are actively and directly participating in the Acceptable Purposes or those Representatives who otherwise need to know such Confidential Information for such Acceptable Purposes) reasonably deemed by any information about the disclosing Party to be required to be disclosed in connection with a dispute between or among the PartiesProject, or the defense of litigation terms or dispute; or(iii) necessary to fulfill its obligations under this GIA conditions or under any other facts relating thereto, including, without limitation, the Transmission Provider’s Tarifffact that discussions are taking place with respect thereto or the status thereof, or as a Transmission Provider the fact that Critical Infrastructure Confidential Information has been made available to the Recipient or WECC-registered Transmission Planner or Balancing Authorityits Representatives. to use diligent efforts to safeguard and protect the confidentiality of the Confidential Information, including including, at minimum, implementing the same commercial measures that the Recipient uses to protect its own confidential information. Before disclosing the Confidential Information to an RTO any Representative, the Recipient will inform such Representative of the confidential nature of such information, their duty to treat the Confidential Information in accordance with this Agreement and shall ensure that such Representative is legally bound by the terms and conditions of this Agreement or ISO subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement. Any provision herein to the contrary notwithstanding, the Companies and IPP may disclose Confidential Information to (i) the Commission’s independent observer, provided that such disclosure is made pursuant to a subnon-regional, regional disclosure agreement with the independent observer; and (ii) the Commission and/or the State of Hawai‘i Division of Consumer Advocacy (including their respective staffs) provided that such disclosure is made under a protective order entered in the docket or national reliability organization proceeding with respect to which the disclosure will be made or planning group; provided, however, that unless Transmission Provider determines that immediate any general protective order entered by the Commission. If IPP is a party or participant in the docket or proceeding under which disclosure of IPP’s Confidential Information is necessary to prevent or remedy an operational emergencybeing sought, prior to any disclosure of IPP shall be solely responsible for providing the other Party's Justification associated with such Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresInformation.
Appears in 2 contracts
Samples: Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement
Disclosure of Confidential Information. Neither Party shall Unless otherwise agreed to in writing by the Provider, the Recipient agrees as follows: except as required by law, not to disclose or reveal any Confidential Information to any person or entity other person, except as provided below than its Representatives who are actively and directly participating in Articles 22.1.4 and
(a) A Party may disclose the other Party’s evaluation of the Project or who otherwise need to know the Confidential Information with for the consent purpose of evaluating the other Party, such consent Project. not to be unreasonably withheld;
(b) A Party may disclose the other Party’s use Confidential Information to its Affiliates (limited by for any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of purpose other Affected Systems, on a need- to-know basis than in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information its evaluation of the other Party, Project or the disclosing Party first advises the person to whom it intends to disclose the Confidential Information consummation of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) Project. except as required by law; , not to disclose to any person or entity (iiother than those of its Representatives who are actively and directly participating in the evaluation of the Project or who otherwise need to know for the purpose of evaluating the Project) reasonably deemed by any information about the disclosing Party to be required to be disclosed in connection with a dispute between or among the PartiesProject, or the defense of litigation terms or dispute; or(iii) necessary to fulfill its obligations under this GIA conditions or under any other facts relating thereto, including, without limitation, the Transmission Provider’s Tarifffact that discussions are taking place with respect thereto or the status thereof, or as a Transmission Provider the fact that Proprietary Information has been made available to the Recipient or WECC-registered Transmission Planner or Balancing Authorityits Representatives. to use diligent efforts to safeguard and protect the confidentiality of the Confidential Information, including including, at minimum, implementing the same commercial measures that the Recipient uses to protect its own confidential information. Before disclosing the Confidential Information to an RTO or ISO or to a sub-regionalany Representative, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure the Recipient will inform such Representative of the other Party's Confidential Information under this subparagraph and subject confidential nature of such information, their duty to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose treat the Confidential Information in accordance with this Agreement and use Reasonable Efforts shall ensure that such Representative is legally bound by the terms and conditions of this Agreement or subject to cooperate with confidentiality duties or obligations to the other Party in seeking Recipient that are no less restrictive than the terms and conditions of this Agreement. Any provision herein to protect the other Party’s contrary notwithstanding, the Companies may disclose Confidential Information from public disclosure, at to the State of Hawai‘i Public Utilities Commission (“Commission”) and/or the State of Hawai‘i Division of Consumer Advocacy (including their respective staffs) provided that other Party’s expense, by confidentiality agreement, such disclosure is made under a protective order entered in the docket or other reasonable measuresproceeding with respect to which the disclosure will be made or any general protective order entered by the Commission.
Appears in 2 contracts
Samples: Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement
Disclosure of Confidential Information. Neither Notwithstanding the foregoing, the receiving Party shall may disclose any Confidential Information of the disclosing Party as and to the extent required by Applicable Law or competent government agency in the Territory, including, but not limited to, any applicable disclosure requirements under the federal securities laws or regulations thereunder, provided that in the case of each such disclosure, the receiving Party, upon the advice of outside counsel, in good xxxxx xxxxx the disclosure necessary to comply with the foregoing and to the extent practicable and consistent with Applicable Laws, gives reasonable prior written notice to the disclosing Party and gives the disclosing Party such assistance as the disclosing Party may reasonably request in order to prevent, challenge, modify or protect such disclosure or to have confidential treatment accorded to any other personConfidential Information so disclosed. For clarity, except as provided below SELLER shall have the right to file with the U.S. Securities and in Articles 22.1.4 and
Exchange Commission (a) A Party may disclose the other Party’s Confidential Information a Current Report on Form 8-K relating to this Agreement; provided, however that SELLER shall provide PURCHASER with the consent a copy of the other Party, such consent not to be unreasonably withheld;
proposed filing reasonably in advance of such filing and shall consider in good faith any comments provided by PURCHASER with respect thereto and (b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards a copy of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIPAgreement; provided, however, that before disclosing SELLER shall use reasonable efforts to obtain confidential treatment of any information set forth in this Agreement for which PURCHASER reasonably requests in a timely manner that protection be sought, consistent with SELLER’s disclosure obligations under applicable securities laws. In addition, SELLER and PURCHASER may disclose the Confidential Information fact and the terms of this Agreement to its attorneys and accountants without notice to the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information ; provided that such attorneys and accountants are bound by obligations of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCat least as onerous as those set forth herein.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Disclosure of Confidential Information. Neither (i) During the Term and at all times thereafter as specified in this Section 8, each receiving Party (A) shall hold Confidential Information received from a disclosing Party in confidence and shall use such Confidential Information only for the purposes of fulfilling its obligations or exercising its rights under this ASP Agreement and for no other purposes, and (B) shall not disclose, provide, disseminate or otherwise make available any Confidential Information of the disclosing Party to any third party (except (1) the receiving Party’s auditors, accountants, consultants or similar professionals and (2) the receiving Party’s attorneys) without the express written permission of the disclosing Party (which permission is hereby granted in certain circumstances in Sections 8(b)(ii) and 8(b)(iii)). Each receiving Party shall disclose Confidential Information use at least the same degree of care to any other personsafeguard and to prevent unauthorized access, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose disclosure, publication, destruction, loss, alteration or use of the other disclosing Party’s Confidential Information as the receiving Party employs to protect its own information (or information of its customers) of a similar nature, but not less than reasonable care. In no event shall Supplier use, disclose and employ any Ascension Health Data, Personal Data, or Confidential Information of any Eligible Recipient for any purpose other than providing ASP Services under the ASP Agreement, including in an aggregated or anonymous manner (e.g., where identifying Eligible Recipient information has been removed).
(ii) A receiving Party may disclose Confidential Information of the disclosing Party to its employees, officers, directors, auditors, attorneys, tax advisors, consultants, financial advisors and similar professionals, and contractors and agents provided that (A) such person or entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with or to enforce its rights under or with respect to this ASP Agreement or as otherwise naturally occurs in such person’s scope of responsibility, (B) such person or entity is held to obligations of confidentiality that are no less stringent than those set forth in this Section 8, and (C) such disclosure is not in violation of applicable Law. The receiving Party assumes full responsibility for the consent acts or omissions of any person or entity to whom it discloses Confidential Information of the disclosing Party regarding their use of such Confidential Information.
(iii) A receiving Party may disclose Confidential Information of a disclosing Party as required to satisfy any applicable Law, provided that, promptly upon receiving any such request, the receiving Party, to the extent it may legally do so, gives notice to the disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such
(iv) Unless expressly permitted by this ASP Agreement, neither Party shall (A) make any use or copies of the Confidential Information of the other PartyParty except as expressly contemplated by this ASP Agreement, such consent not to be unreasonably withheld;
(bB) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by possess or acquire any Applicable Reliability Standards right in or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing assert any lien against the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information (C) sell, assign, transfer, lease, encumber, or otherwise dispose of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may or disclose the Confidential Information of the other Party when such disclosure is: to third parties, (iD) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Partiescommercially exploit, or the defense of litigation or dispute; or(iii) necessary permit a third party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariffcommercially exploit, such Confidential Information, or as (E) refuse for any reason (including a Transmission Provider default or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure material breach of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of this ASP Agreement by the other Party's Confidential Information under this subparagraph and subject ) to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect provide the other Party’s Confidential Information from public disclosure(including any copies thereof) to the other Party if requested to do so.
(v) Notwithstanding the foregoing, at the terms and conditions of this ASP Agreement that are specific to this transaction, including the Charges and the Service Levels (collectively, the “ASP Agreement Terms”), shall be deemed to be the Confidential Information of each Party, but not the existence of the ASP Agreement and not general descriptions of the Services. Each Party shall have the right to disclose the ASP Agreement Terms without notice to or consent of the other Party as necessary to enforce any of that Party’s expenserights or to perform their obligations as set forth in this ASP Agreement, in connection with any audit or benchmarking, in connection with any potential merger, sale or acquisition of Supplier or an Eligible Recipient (as the case may be), or a sale or transfer of a portion of the business of an Eligible Recipient which business relies, in whole or in part on the Services hereunder, in connection with Supplier or an Eligible Recipient (as the case may be) obtaining any financing or investment, or as otherwise permitted in this Article 8. The Eligible Recipients and Supplier shall have the right to disclose the ASP Agreement Terms (as part of any public regulatory filings or otherwise) upon at least four (4) business days’ notice (or such shorter period required to comply with the applicable rules or regulations) to the other Party to the extent required by confidentiality agreementrules or regulations promulgated by the Securities and Exchange Commission (“SEC”) or any similar governmental or regulatory body having jurisdiction over such Party in any country or jurisdiction, protective order provided that the Parties shall cooperate and seek to minimize disclosure through redaction consistent with such rules and regulations. Ascension Health may disclose Confidential Information relating to the financial or other reasonable measuresoperational terms of this ASP Agreement and/or Supplier’s performance hereunder (e.g., applicable Service Levels and measurements of Supplier’s performance with respect to such Service Levels) in connection with the solicitation of proposals for or the procurement of the same or similar services from prospective third party contractors; provided, however, Ascension Health may not divulge Supplier’s pricing for the ASP Services in connection with any such solicitation or procurement. For any redaction efforts, the Parties shall cooperate in good faith to agree upon the appropriate redactions within a timeframe that permits the Parties to comply with the applicable Laws; provided, that nothing shall prevent any Party from filing an unredacted version of the ASP Agreement Terms if the redaction cannot reasonably be completed within the timeframe required for the filing or disclosure.
Appears in 1 contract
Samples: Master Professional Services Agreement (Accretive Health, Inc.)
Disclosure of Confidential Information. Neither Party The Parties shall disclose Confidential Information to any other person, except as treat this Agreement and all information which is confidential of proprietary in nature and which is provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards under or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Agreement (Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(cInformation) A as confidential. Each Party may disclose only use the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by for the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense purposes of litigation or dispute; or(iii) necessary to fulfill carrying out its obligations under this GIA Agreement. Neither Party shall disclose Confidential Information of the other Party without the prior written consent of the other Party, save that consent shall not be required for disclosure: to directors, employees or Affiliates (including their respective directors and employees) of a Party, provided that they in turn are required by that Party to treat the Confidential Information as confidential on terms substantially the same as those set out in this Clause 24; to persons professionally engaged by a Party, provided that they in turn are required by that Party to treat the Confidential Information as confidential on terms substantially the same as those set out in this Clause 24; to the extent required or requested by any Competent Authority; to any bank, other financial institution or rating agency (including their advisers) to the extent required in relation to the financing of a Party’s business activities, provided that the bank, or other financial institution or rating agency (and their advisors), as the case may be, is required by that Party to treat the Confidential Information as confidential in favour of the other Party on terms substantially the same as those set out in this Clause 24; to the extent required by any Applicable Laws or the rules and regulations of any recognised stock exchange, or to any Expert to the extent necessary for the resolution of any dispute arising under this Agreement; by the Generator to a person intending to acquire an interest of the Facility, provided that the intending assignee or acquirer in turn is required to treat the Confidential Information as confidential in favour of the other Offtaker on terms substantially the same as those set out in this Clause 24; to a person intending to acquire an interest in a Party or that Party’s Affiliate provided that the intending assignee or acquirer in turn is required by that Party to treat the Confidential Information as confidential in favour of the other Party on terms substantially the same as those set out in this Clause 24; or to the extent required by the Transmission Provider’s TariffSystem Operator, any Transmission Licensee; a Distribution System Operator, the Data Collector, the Data Aggregator, the Meter Operator, the Metered Volume Reallocation Notification Agent, the BSC Company (as such term is defined in the BSC), a BSC Agent or as a Transmission Provider the Settlement Administration Agent for the purposes of the performance of this Agreement; or WECC-registered Transmission Planner to the extent that the Confidential Information is in or Balancing Authoritylawfully comes into the public domain other than by breach of this Clause 24. Prior to any disclosure of any Confidential Information under Clause 24.1.3, including disclosing the Party proposing to make the disclosure shall use reasonable endeavours to notify the other Party of the Confidential Information to an RTO be disclosed, provided that it is lawful and reasonably practicable in the circumstances to do so. Liability for disclosure In the case of disclosures to third parties permitted by Clauses 24.1.3(a), 24.1.3(b), 24.1.3(d), and/ or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure 24.1.3(f) (Disclosure of Confidential Information is necessary to prevent or remedy an operational emergencyInformation), prior to the Party relying on such Clause shall be liable for any disclosure by such third parties otherwise than in accordance with this Clause 24. Each Party shall, at each stage of the other Party's Confidential Information under this subparagraph and subject Dispute Resolution Procedure, endeavour in good faith to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing resolve all Disputes through negotiation. If a Dispute arises either Party must promptly notify may give notice to the other Party in writing to initiate the Dispute Resolution Procedure (Dispute Notice). A Dispute Notice shall include a description of its intent the subject matter of the Dispute and the issues to disclose be resolved. Within five (5) Business Days of service by either party of a Dispute Notice, each Party shall refer the Confidential Information and use Reasonable Efforts Dispute to cooperate with the other Party in seeking Senior Representatives for resolution. If the Senior Representative are unable to protect resolve the other Party’s Confidential Information from public disclosureDispute within fifteen (15) Business Days of the date of the Dispute Notice, at that other Party’s expenseor within ten (10) Business Days of the reference to the Senior Representative pursuant to Clause 25.3: if the Dispute is an Expert Determinable Dispute, by confidentiality agreement, protective order or other reasonable measures.Clause 26 (Expert Determination) shall apply; or
Appears in 1 contract
Samples: Power Purchase Agreement
Disclosure of Confidential Information. Neither Party (i) Purchaser shall keep confidential and not disclose Confidential Information to any Person the existence or any terms of this Agreement (“Agreement Information”), any information disclosed by the Inspections or in the Seller Due Diligence Materials or Purchaser Due Diligence Reports, and any other persondocuments, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose materials, data or other information with respect to the other Party’s Confidential Information Hotel which is not generally known to the public together with the consent of Agreement Information, (the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s “Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirementsInformation”), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person Purchaser shall be permitted to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) disclose any Confidential Information to the extent required by law; court order or under Applicable Law, including the rules of any securities exchange, or (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the disclose any Confidential Information to an RTO or ISO or any Person on a “need-to-know” basis, such as their respective directors, officers, partners, members, employees, attorneys, accountants, engineers, surveyors, consultants, lenders, investors, managers, franchisors and such other Persons whose assistance is required to a sub-regional, regional or national reliability organization or planning groupconsummate the transactions contemplated in this Agreement; provided, however, that unless Transmission Provider determines that immediate Purchaser shall (A) advise such Person of the confidential nature of such Confidential Information, and (B) use commercially reasonable efforts to cause such Person to maintain the confidentiality of such information.
(ii) Purchaser and Seller shall not, and shall cause any Affiliates not to, issue any press release, public announcement or other disclosure of Confidential Information is necessary to prevent concerning this Agreement or remedy an operational emergency, the transactions contemplated by the terms hereof without obtaining the prior to any disclosure written approval of the other Party's Confidential Information under this subparagraph and subject , which approval will not be unreasonably withheld, conditioned or delayed, unless, in the reasonable judgment of Seller or Purchaser, disclosure is otherwise required by Applicable Law including the rules of any securities exchange, provided that, to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent required by such Applicable Law, the disclosing Party must promptly notify the other Party in writing of its intent intending to disclose the Confidential Information and make such release, public announcement or disclosure shall use Reasonable Efforts commercially reasonable efforts, consistent with such Applicable Law, to cooperate consult with the other Party in seeking with respect to protect the other Party’s Confidential Information from text thereof prior to the issuance of such release, public announcement or disclosure. Notwithstanding the foregoing, at that other Party’s expensethe parties expressly acknowledge and consent to the filing of this Agreement with the Securities and Exchange Commission upon execution.
(iii) This Section 7.1(a) shall survive the termination of this Agreement and, by confidentiality agreementwith respect to the Agreement Information, protective order or other reasonable measuresshall survive the Closing.
Appears in 1 contract
Disclosure of Confidential Information. Neither Party shall Except as otherwise expressly provided in a Transaction Document, a Recipient may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andof a Disclosing Party:
(a) A to any person, where the Disclosing Party may disclose the other Party’s Confidential Information with the consent of the other Party, has consented in writing to such disclosure (such consent not to be unreasonably withheldwithheld or delayed, and may be given subject to reasonable conditions, such as the signing of an appropriate confidentiality undertaking);
(b) A to the extent necessary to progress negotiations with any other person relevant to matters contemplated in a Transaction Document who executes a confidentiality undertaking in favour of the Disclosing Party may disclose on terms reasonably acceptable to it;
(c) to the other Party’s Confidential Information extent necessary to its Affiliates (limited effect the administration or enforcement of a Transaction Document, or further negotiations pursuant to this Agreement, by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA professional advisers (including legal advisers) and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information consultants of the other Party, Recipient provided that the disclosing Party first advises Recipient takes all reasonable steps to ensure that the person to whom it intends to disclose the disclosure is made keeps confidential all Confidential Information disclosed;
(d) to any Related Body Corporate of the confidentiality provisions Recipient to the extent necessary for reporting purposes within a relevant group of this Article 22 companies, governance and Section 13.1 oversight of Transmission Provider’s GIP the relevant group of companies and obtaining any approval or consent (whether or not directly from that Related Body Corporate) in relation to the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.Recipient entering into a Transaction Document;
(ce) A Party may disclose the Confidential Information to potential purchasers, assignees or transferees of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by shares in the disclosing Party to be required to be disclosed in connection with Recipient or a dispute between Related Body Corporate of it or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information rights or obligations of the Recipient under this subparagraph and subject a Transaction Document who execute a confidentiality undertaking in favour of the Disclosing Party on terms reasonably acceptable to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.it;
Appears in 1 contract
Samples: Extension Project Agreement
Disclosure of Confidential Information. Neither 15.3.1 Notwithstanding Section 15.2, the Receiving Party shall may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andof the Disclosing Party:
(a) A Party may disclose the other Party’s Confidential Information with the prior written consent of the other Disclosing Party, such consent not to be unreasonably withheld;
(b) A to its Representatives who have a need to know such Confidential Information, provided that such Representatives have been informed of the Receiving Party’s confidentiality obligations set out in this Article 15 and are bound by confidentiality obligations substantially similar in nature and effect, and at least as stringent as, the Receiving Party’s confidentiality obligations hereunder;
(c) as may be required pursuant to Applicable Law, provided that:
(i) where permitted by Applicable Law, prior to any such disclosure, the Disclosing Party may shall be promptly notified by the Receiving Party of the proposed disclosure and the Receiving Party shall, at the Disclosing Party’s request, take reasonable steps to allow the Disclosing Party, at the Disclosing Party’s sole cost, to contest the requirement for disclosure and/or limit the disclosure of Confidential Information to only such portions as are required by Applicable Law or to obtain an order or ruling to preserve the confidentiality of such Confidential Information; and
(ii) the Receiving Party shall (A) only disclose that portion of the other Confidential Information that it is required to disclose, and (B) use commercially reasonable efforts to ensure that such Confidential Information is afforded confidential treatment;
(d) in accordance with Section 15.4;
(e) except and to the extent that legal privilege applies to such Confidential Information, as necessary in connection with any Dispute between the Parties so long as such disclosure is made on a confidential basis in accordance with Article 17; and
(f) to a Governmental Authority, in connection with obtaining and/or maintaining or renewing any Regulatory Approval.
15.3.2 The Receiving Party shall be responsible for any breach of this Article 15 by any of its Representatives. The Receiving Party shall take reasonable measures, including court proceedings to restrain its Representatives from making unauthorized disclosure or use of Confidential Information of the Disclosing Party.
15.3.3 The Receiving Party shall provide Notice to the Disclosing Party of the existence of any unauthorized disclosure, possession or use of the Disclosing Party’s Confidential Information, including details of the circumstances surrounding such unauthorized disclosure, possession or use, promptly after discovery of that unauthorized disclosure, possession, or use of the Disclosing Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation Person. The Receiving Party shall co-operate with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public stop such unauthorized disclosure, at that other Party’s expense, by confidentiality agreement, protective order possession or other reasonable measuresuse.
Appears in 1 contract
Samples: Hosting Agreement
Disclosure of Confidential Information. Neither Party Seller, WHLP and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which is not generally known to the public (other than a disclosure arising from a breach or default of the confidentiality provisions of the Agreement, the Confidentiality Agreement or the Access Agreement) (the “Confidential Information”). Notwithstanding the foregoing, Seller, WHLP and Purchaser shall be permitted to (i) disclose any Confidential Information required under Applicable Law or, in the case of Seller and WHLP, the WHLP Partnership Agreement, or (ii) disclose any Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other PartyPerson on a “need-to-know” basis, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements)as their respective shareholders, subcontractorsprincipals, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, or advisors, agents, representatives, engineers, surveyors, lenders, investors, managers, franchisers and such other Persons whose assistance is required to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis consummate the transactions described in connection with this GIA and Transmission Provider’s GIPAgreement; provided, however, that before disclosing Purchaser (A) in the case of clause (i), shall advise Seller immediately upon receiving any demand for disclosure of any Confidential Information of pursuant to Applicable Law, and Seller shall have the other Party, right to obtain a protective order or agree to an arrangement with the disclosing Party first advises the person to whom it intends to disclose the Person demanding such Confidential Information to prevent or limit the extent of the confidentiality provisions such disclosure, prior to Purchaser’s disclosure of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information (unless on the advice of the other Party when counsel such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be information is required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, by Purchaser prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, obtaining such protective order or other reasonable measuresagreement), and (B) in the case of clause (ii), shall (x) advise such Person of the confidential nature of such Confidential Information, and (y) cause such Person to maintain the confidentiality of such Confidential Information.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
Disclosure of Confidential Information. Neither (i) During the Term and at all times thereafter as specified in this Section 8, each receiving Party (A) shall hold Confidential Information received from a disclosing Party in confidence and shall use such Confidential Information only for the purposes of fulfilling its obligations or exercising its rights under this ASP Agreement and for no other purposes, and (B) shall not disclose, provide, disseminate or otherwise make available any Confidential Information of the disclosing Party to any third party (except (1) the receiving Party’s auditors, accountants, consultants or similar professionals and (2) the receiving Party’s attorneys) without the express written permission of the disclosing Party (which permission is hereby granted in certain circumstances in Sections 8(b)(ii) and 8(b)(iii)). Each receiving Party shall disclose Confidential Information use at least the same degree of care to any other personsafeguard and to prevent unauthorized access, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose disclosure, publication, destruction, loss, alteration or use of the other disclosing Party’s Confidential Information as the receiving Party employs to protect its own information (or information of its customers) of a similar nature, but not less than reasonable care. In no event shall Supplier use, disclose and employ any Ascension Health Data, Personal Data, or Confidential Information of any Eligible Recipient for any purpose other than providing ASP Services under the ASP Agreement, including in an aggregated or anonymous manner (e.g., where identifying Eligible Recipient information has been removed).
(ii) A receiving Party may disclose Confidential Information of the disclosing Party to its employees, officers, directors, auditors, attorneys, tax advisors, consultants, financial advisors and similar professionals, and contractors and agents provided that (A) such person or entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with or to enforce its rights under or with respect to this ASP Agreement or as otherwise naturally occurs in such person’s scope of responsibility, (B) such person or entity is held to obligations of confidentiality that are no less stringent than those set forth in this Section 8, and (C) such disclosure is not in violation of applicable Law. The receiving Party assumes full responsibility for the acts or omissions of any person or entity to whom it discloses Confidential Information of the disclosing Party regarding their use of such Confidential Information.
(iii) A receiving Party may disclose Confidential Information of a disclosing Party as required to satisfy any applicable Law, provided that, promptly upon receiving any such request, the receiving Party, to the extent it may legally do so, gives notice to the disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure so that the disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. The receiving Party shall reasonably cooperate with the consent disclosing Party in its efforts to seek a protective order or other appropriate remedy or, in ASCENSION HEALTH CONFIDENTIAL RC Tools ASP Agreement Page 15 the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment will be accorded such Confidential Information.
(iv) Unless expressly permitted by this ASP Agreement, neither Party shall (A) make any use or copies of the Confidential Information of the other PartyParty except as expressly contemplated by this ASP Agreement, such consent not to be unreasonably withheld;
(bB) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by possess or acquire any Applicable Reliability Standards right in or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing assert any lien against the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information (C) sell, assign, transfer, lease, encumber, or otherwise dispose of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may or disclose the Confidential Information of the other Party when such disclosure is: to third parties, (iD) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Partiescommercially exploit, or the defense of litigation or dispute; or(iii) necessary permit a third party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariffcommercially exploit, such Confidential Information, or as (E) refuse for any reason (including a Transmission Provider default or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure material breach of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of this ASP Agreement by the other Party's Confidential Information under this subparagraph and subject ) to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect provide the other Party’s Confidential Information from public disclosure(including any copies thereof) to the other Party if requested to do so.
(v) Notwithstanding the foregoing, at the terms and conditions of this ASP Agreement that are specific to this transaction, including the Charges and the Service Levels (collectively, the “ASP Agreement Terms”), shall be deemed to be the Confidential Information of each Party, but not the existence of the ASP Agreement and not general descriptions of the Services. Each Party shall have the right to disclose the ASP Agreement Terms without notice to or consent of the other Party as necessary to enforce any of that Party’s expenserights or to perform their obligations as set forth in this ASP Agreement, in connection with any audit or benchmarking, in connection with any potential merger, sale or acquisition of Supplier or an Eligible Recipient (as the case may be), or a sale or transfer of a portion of the business of an Eligible Recipient which business relies, in whole or in part on the Services hereunder, in connection with Supplier or an Eligible Recipient (as the case may be) obtaining any financing or investment, or as otherwise permitted in this Article 8. The Eligible Recipients and Supplier shall have the right to disclose the ASP Agreement Terms (as part of any public regulatory filings or otherwise) upon at least four (4) business days’ notice (or such shorter period required to comply with the applicable rules or regulations) to the other Party to the extent required by confidentiality agreementrules or regulations promulgated by the Securities and Exchange Commission (“SEC”) or any similar governmental or regulatory body having jurisdiction over such Party in any country or jurisdiction, protective order provided that the Parties shall cooperate and seek to minimize disclosure through redaction consistent with such rules and regulations. Ascension Health may disclose Confidential Information relating to the financial or other reasonable measuresoperational terms of this ASP Agreement and/or Supplier’s performance hereunder (e.g., applicable Service Levels and measurements of Supplier’s performance with respect to such Service Levels) in connection with the solicitation of proposals for or the procurement of the same or similar services from prospective third party contractors; provided, however, Ascension Health may not divulge Supplier’s pricing for the ASP Services in connection with any such solicitation or procurement. For any redaction efforts, the Parties shall cooperate in good faith to agree upon the appropriate redactions within a timeframe that permits the Parties to comply with the applicable Laws; provided, that nothing shall prevent any Party from filing an unredacted version of the ASP Agreement Terms if the redaction cannot reasonably be completed within the timeframe required for the filing or disclosure.
Appears in 1 contract
Samples: Master Professional Services Agreement (Accretive Health, Inc.)
Disclosure of Confidential Information. Neither Party shall Notwithstanding any other provision of this Agreement, the INTERESTED PARTY may disclose Confidential Information to the extent required by law. If, however, the INTERESTED PARTY receives a request to disclose all or any part of Confidential Information through a subpoena or order issued by a court or other persongovernmental body, INTERESTED PARTY will promptly provide to DISCLOSING PARTY a copy of the request such that the DISCLOSING PARTY may seek a protective order or other appropriate protection with respect to such disclosure, which the INTERESTED PARTY will fully cooperate in obtaining and comply with, except as provided below below. DISCLOSING PARTY will give the request its immediate attention, and if DISCLOSING PARTY elects to take steps to quash, resist, or narrow the request, DISCLOSING PARTY will promptly advise INTERESTED PARTY of its intention to pursue such action. Such action will be taken by the DISCLOSING PARTY at DISCLOSING PARTY’s sole cost and expense. DISCLOSING PARTY may attempt, through its legal counsel and at its sole cost and expense, to furnish only such portion of the Confidential Information as in Articles 22.1.4 and
(a) A Party the opinion of its counsel is legally subject to disclosure and may disclose attempt to obtain an order or other reliable assurance that confidential treatment will be accorded to the Confidential Information sought to be disclosed. Notwithstanding the foregoing, DISCLOSING PARTY will take no action, nor will INTERESTED PARTY be required to take any action, which will place INTERESTED PARTY in peril of being held in contempt of court or subject to other sanctions for failure to comply with the subpoena, court order or other request. Each PARTY will keep the other Party’s Confidential Information with PARTY apprised of any motions or responses the consent of PARTY files seeking protection from the court or any other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis actions taken in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing responding to or resisting the Confidential Information of request. Each PARTY will promptly provide the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information PARTY copies of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the motions or other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed papers filed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject response to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowsubpoena, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective court order or other reasonable measures.request. DISCLOSING PARTY WILL INDEMNIFY AND HOLD INTERESTED PARTY HARMLESS FROM AND AGAINST ANY DAMAGES, CLAIMS, PENALTIES, OR FINES INCURRED BY OR IMPOSED UPON INTERESTED PARTY AS A RESULT OF DISCLOSING PARTY’S RESISTANCE TO SUCH DISCLOSURE TO THE EXTENT ANY SUCH RECOVERY IS PERMITTED BY STATE LAW, PROVIDED, HOWEVER, THAT THE FOREGOING WILL
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends The Parties agree to disclose the Confidential Information to one another for the Purpose and only to the extent deemed necessary or desirable by the Disclosing Party. • The Parties acknowledge that the Confidential Information is not in the public domain and is a valuable, special and unique asset proprietary to the Disclosing Party. If such information is disseminated or used by any competitor, or potential competitor of the confidentiality provisions Disclosing Party or in competition with the Disclosing Party or otherwise, this will cause the Disclosing Party to suffer material harm and cause the value of this Article 22 its know-how and Section 13.1 of Transmission Provider’s GIP and the person proprietary interest therein to be diminished. • The Receiving Party agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may that it will not disclose the Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed Disclosing Party, save in accordance with the provisions of this Agreement. • Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the disclosing Receiving Party to its employees, Affiliates, professional advisors, agents and consultants on a need-to-know basis, provided that the Receiving Party takes whatever steps are necessary to procure that such employees, Affiliates, professional advisors, agents and consultants agree to abide by the terms of this Agreement to prevent the unauthorised disclosure of the Confidential Information to third parties. • The Receiving Party agrees: - • that it shall protect the Confidential Information disclosed pursuant to the provisions of this Agreement, using at least the same standard of care and security precautions that it applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorised disclosure thereof; • not to utilise, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Agreement for any purpose whatsoever other than the Purpose without the prior written consent of the Disclosing Party; • to advise the Disclosing Party promptly upon becoming aware of any loss, disclosure or duplication of any Confidential Information, whether authorised or not, or the breach of confidentiality, use or misappropriation of the Confidential Information; • not to reverse-engineer, decompile or disassemble any software or programs or intellectual property forming part of the Confidential Information except for the achievement of the purpose of this Agreement; • not to use such Confidential Information for the benefit of itself, any Affiliates or any third party or to use such information for any commercial purpose, unless authorised in writing by the Disclosing Party or otherwise permitted by this Agreement; • not to copy or otherwise duplicate in any form such Confidential Information, or knowingly assist or allow anyone else to copy or otherwise duplicate any of such Confidential Information in its possession or under its control without the Disclosing Party’s prior written approval; • not to use the Confidential Information in any manner whatsoever which will cause loss or damage to the Disclosing Party; and • that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. • The confidentiality obligations set out herein shall not apply to any information which: - • the Receiving Party can demonstrate, is already in the public domain or becomes available to the public through no breach of this Agreement; • is approved for release with the prior written consent of the Disclosing Party; • is independently developed by the Receiving Party or its Affiliates without use of such Confidential Information of the Disclosing Party; • is lawfully received by the Receiving Party from a third party who does not have an obligation of confidentiality to the Disclosing Party; • is disclosed by the Disclosing Party to a third party free of restriction; or • is required to be disclosed in connection order to comply with a dispute between judicial order or among decree, provided the Parties, Receiving Party: - • gives the Disclosing Party reasonable written notice prior to such disclosure; • consults with the Disclosing Party on possible steps to be taken in order to avoid or limit such disclosure and takes such steps agreed with the defense of litigation Disclosing Party; and • uses its reasonable endeavours to obtain any assurance or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the order that such disclosed Confidential Information will be treated confidentially by the authority or person to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information which it is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresdisclosed.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure of Confidential Information. Neither Party shall Notwithstanding the provisions of Section 6.16(a), each party may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andthe extent that such Confidential Material:
(ai) A Party may disclose was public prior to its delivery to the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheldparty;
(bii) A was obtained from a Third Party may disclose with no known duty to maintain its confidentiality;
(iii) is required to be disclosed by applicable Law or judicial or administrative or arbitral process or by the other Party’s Confidential Information rules of any recognized stock exchange on which the shares of a party (or its Affiliates) are traded;
(iv) is disclosed to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIPits Affiliates' respective Representatives; provided, however, that before disclosing the such Representative has a need to receive such Confidential Information of the other Partyto perform its duties, the disclosing Party first party advises the person to whom it intends to disclose the Confidential Information such Representative of the confidentiality provisions confidential nature of this Article 22 and Section 13.1 of Transmission Provider’s GIP the disclosed Confidential Information, and the person agrees disclosing party uses its Reasonable Best Efforts to comply cause such Representative to protect and maintain the confidentiality of the disclosed Confidential Information;
(v) is provided to professional advisors, agents, auditors, attorneys or Representatives of the party as is reasonable under the circumstances; provided, however, that the party receiving such Confidential Material shall require such persons, other than legal counsel, to undertake in writing to keep such Confidential Material confidential and shall use its Reasonable Best Efforts to ensure compliance with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.undertaking;
(cvi) A Party may disclose the Confidential Information of the is provided to Project Lenders, other Party when such disclosure is: (i) potential investors or as otherwise required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with the financing or refinancing of such party's operations contemplated herein, but only to the extent required in connection with such financing or refinancing; provided, however, that (except in the case of a dispute between financing through the issuance of bonds listed on a recognized stock exchange) the party receiving such Confidential Material shall require such Project Lenders or among potential investors to undertake in writing to keep such Confidential Material confidential unless it is necessary pursuant to the Parties, applicable Laws relating to the sale of securities to disclose such Confidential Material in connection with obtaining such financing or refinancing (including in respect of any display requirement of a recognized securities exchange) and shall use its Reasonable Best Efforts to ensure compliance with such undertaking;
(vii) is provided to the proposed or potential bona fide purchasers of an interest in a party or the defense Project; provided, however, that the party disclosing such Confidential Material shall require such persons to undertake in writing to keep such Confidential Material confidential unless pursuant to any Laws it is necessary to disclose such Confidential Material and shall use its Reasonable Best Efforts to ensure compliance with such undertaking; or
(viii) is provided to the Ministry of litigation or dispute; or(iii) Energy and Mines and/or any Governmental Authority as necessary for any party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning groupAgreement; provided, however, that unless Transmission Provider determines that immediate disclosure such party shall request the Ministry of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph Energy and subject Mines and/or such Governmental Authority pursuant to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent appropriate administrative procedures to disclose the Confidential Information and use Reasonable Efforts undertake to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measureskeep such material confidential.
Appears in 1 contract
Samples: Participation Agreement
Disclosure of Confidential Information. Neither (i) The Disclosing Party shall represents and warrants that it has the right to disclose its Confidential Information to any other personthe Receiving Party, except as provided below and subject to the confidentiality obligations contained in Articles 22.1.4 andthis Section 13.1.
(aii) A During the term of this Agreement and at all times thereafter as specified in Section 13.5, each Receiving Party may disclose the other Party’s (A) shall hold Confidential Information with received from a Disclosing Party in confidence and shall use such Information only for the consent purposes of fulfilling its obligations or exercising its rights under this Agreement and for no other purposes, and (B) shall not disclose, provide, disseminate or otherwise make available any Confidential Information of the other Disclosing Party to any third party without the express written permission of the Disclosing Party, such consent not unless expressly permitted by Sections 13.1(b)(iii) and 13.1(b)(iv) below or elsewhere in this Agreement. Each Receiving Party shall use at least the same degree of care to be unreasonably withheld;
(b) A Party may disclose safeguard and to prevent disclosure and misuse of the other Disclosing Party’s Confidential Information to third parties as the Receiving Party employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of its Affiliates own information (limited by any Applicable Reliability Standards or Standards information of Conduct requirements)its customers) of a similar nature, subcontractors, but not less than reasonable care.
(iii) A Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, consultantsdirectors, attorneys, financial advisors, contractors and agents provided that (A) such person or entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with respect to this Agreement or as otherwise naturally occurs in such person’s scope of responsibility, (B) such disclosure is made pursuant to an obligation of confidentiality upon such person or entity that is no less stringent than that set forth in this Section 13.1, and (C) such disclosure is not in violation of Law. The Receiving Party assumes full responsibility for the acts or omissions of any person or entity to whom it discloses Confidential Information of the Disclosing Party regarding their use of such Confidential Information and must take commercially reasonable THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. measures to protect the Confidential Information from disclosure or use in contravention of this Agreement.
(iv) A Receiving Party may disclose Confidential Information of a Disclosing Party as required to satisfy any legal requirement of a competent government body, provided that, promptly upon receiving any such request, the Receiving Party, to the extent it may legally do so, gives notice to the Disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to the making such disclosure in order that the Disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to parties who may protect the Confidential Information. The Receiving Party shall use commercially reasonable efforts to cooperate with the Disclosing Party in its efforts to seek a protective order or other appropriate remedy or, in the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment will be accorded such Confidential Information.
(v) Unless expressly permitted by this Agreement, neither Party shall (A) make any use or considering providing financing to copies of the Confidential Information of the other Party except as expressly contemplated by this Agreement, (B) possess or equity participation with Interconnection Customer, acquire any right in or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing assert any lien against the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information (C) sell, assign, transfer, lease, encumber, or otherwise dispose of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may or disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between third parties or among the Partiescommercially exploit, or the defense of litigation or dispute; or(iii) necessary permit a third party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariffcommercially exploit, such Information, or as (D) refuse for any reason (including a Transmission Provider default or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure material breach of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of this Agreement by the other Party's Confidential Information under this subparagraph and subject ) to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect provide the other Party’s Confidential Information (including any copies thereof) to the other Party if requested to do so.
(vi) Notwithstanding the foregoing, Hercules may disclose Confidential Information relating to the financial or operational terms of this Agreement and/or Supplier’s performance hereunder (e.g., applicable Service Levels and measurements of Supplier’s performance with respect to such Service Levels) in connection with a benchmarking under Section 11.8 or the solicitation of proposals for or the procurement of the same or similar services from public disclosureprospective Hercules Third Party Contractors; provided, at that other Partyhowever, Hercules may not divulge Supplier’s expense, by pricing for the Services in connection with any such solicitation or procurement.
(vii) Each Party shall take all necessary steps to cause its employees comply with these confidentiality agreement, protective order or other reasonable measuresprovisions.
Appears in 1 contract
Samples: Master Professional Services Agreement (Hercules Inc)
Disclosure of Confidential Information. Neither Party The parties may disclose Confidential Information where reasonably required under applicable law (including any securities law or regulation or the rules of a securities exchange): (i) to competent Regulatory Authorities for Registration or other regulatory purposes, including the U.S. Securities and Exchange Commission (the “SEC”) or a securities exchange, and, when required by such applicable law, to the public; and (ii) to competent court or governmental agencies, in which case the disclosing party (to the extent permissible under applicable law) shall inform the other party of such disclosure in writing and shall use commercially reasonable efforts to limit the scope of such disclosure to obtain confidential treatment by the court or governmental agency. Except as expressly permitted herein, this Clause 18.2 shall not be interpreted as relieving the receiving party of its confidentiality obligations under this Clause 18. In addition, NOVARTIS and/or its Affiliates may disclose Confidential Information to any purchaser interested in acquiring all or part of NOVARTIS’ business or assets relating to the Products (including without limitation by asset purchase, divestment, out-licensing, merger, consolidation or reorganization), provided that such potential purchaser (x) has submitted an offer for such business or assets, and (y) has entered into a confidentiality agreement with NOVARTIS and/or its Affiliates on terms and conditions not less stringent than those foreseen herein. The parties acknowledge that either or both parties may be obligated to make filings (including, but not limited to, filing a copy of this Agreement) with the SEC or other persongovernmental entity. Each party shall be entitled to make such required filings, except as provided below and in Articles 22.1.4 and
that it requests confidential treatment of sensitive terms of this Agreement (aincluding any Annex hereto) A Party may disclose to the extent such confidential treatment is reasonably available to such party. In the event of any such filing of this Agreement, the party making such filing shall provide notice to the other Party’s Confidential Information party with a copy of such disclosure and, if applicable, a copy of this Agreement (including the consent Annexes hereto) marked to show provisions for which such party intends to seek confidential treatment not less than five (5) business days prior to such filing (and any revisions to such portions of the other Partyproposed filing a reasonable time prior to the filing thereof), such consent not and shall give consideration to be unreasonably withheld;
(b) A Party may disclose the other Partyparty’s Confidential Information comments thereon to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct the extent consistent with legal requirements), subcontractors, employees, consultants, or to parties who may . No such notice shall be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with required under this GIA and Transmission Provider’s GIP; provided, however, that before disclosing Clause 18.2 if the Confidential Information substance of the other Party, description of or reference to this Agreement contained in the disclosing Party first advises proposed filing has been previously included in or is substantially similar to any filing previously made by a party pursuant to the person to whom it intends to disclose the Confidential Information of the confidentiality provisions terms of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including Clause 18.2 or that has otherwise been previously approved in writing by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresparty.
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Recro Pharma, Inc.)
Disclosure of Confidential Information. Neither 2.1 Each Party shall only disclose the Confidential Information to the other Party to the extent deemed necessary or desirable by the first Party in its discretion.
2.2 Parties acknowledge that the Confidential Information is a valuable, special and unique asset proprietary to the one it belongs to.
2.3 Both Parties agree that they will not, during or after the course of their relationship and/or the term of this agreement as described in clause 2, disclose Confidential Information to any third party for any reason or purpose whatsoever without the prior written consent of the Party to which it belongs, save in accordance with the provisions of this Confidentiality and Non-Disclosure Agreement. For avoidance of doubt, in this Confidentiality and Non-Disclosure Agreement “third party” means any party other person, except as provided below than the CLIENT and DESIGNER and their respective holding and subsidiary companies or agents who shall be deemed to be bound by the provisions of this Confidentiality and Non-Disclosure Agreement).
2.4 Notwithstanding anything to the contrary contained in Articles 22.1.4 and
(a) A Party may disclose this Confidentiality and Non- Disclosure Agreement the other Party’s Parties agree that the Confidential Information with may be disclosed by Designer to its professional advisors and employees, directors or managers on a need-to-know basis; provided that Designer takes whatever steps are necessary to procure that such professional advisors and employees, directors or managers agree to abide by the terms of this Confidentiality and Non-Disclosure Agreement to prevent the unauthorised disclosure of the Confidential Information to third parties. For purposes of this clause, Designer’s professional advisers and employees, directors or managers shall be deemed to be acting, in the event of a breach, as Designer’s duly authorised agents.
2.5 Parties agree:
2.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information disclosed pursuant to the provisions of this Confidentiality and Non- Disclosure Agreement for any purpose whatsoever without the prior written consent of the other Party, such consent not to be unreasonably withheld;; and
(b) A Party may disclose 2.5.2 that the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards unauthorised disclosure of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO a third party may cause irreparable loss, harm and damage. Accordingly, each Party indemnifies and holds the other one harmless against any loss, claim, harm or ISO damage, of whatever nature, suffered or sustained by any of the Parties pursuant to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure breach by the other party of the other Party's Confidential Information under provisions of this subparagraph Confidentiality and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.Non-Disclosure Agreement
Appears in 1 contract
Disclosure of Confidential Information. Neither (i) During the Term and at all times thereafter as specified in Section 13.4, each receiving Party (A) shall hold Confidential Information received from a disclosing Party in confidence and shall use such Confidential Information only for the purposes of fulfilling its obligations or exercising its rights under this Agreement and for no other purposes, and (B) shall not disclose, provide, disseminate or otherwise make available any Confidential Information of the disclosing Party to any third party (except (1) the Receiving Party’s auditors, accountants, consultants or similar professionals and (2) the Receiving Party’s attorneys) without the express written permission of the disclosing Party (which permission is hereby granted in certain circumstances described in Sections 13.1(b)(ii) and 13.1(b)(iii)). Each receiving Party shall disclose Confidential Information use at least the same degree of care to any other personsafeguard and to prevent unauthorized access, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose disclosure, publication, destruction, loss, alteration or use of the other disclosing Party’s Confidential Information as the receiving Party employs to protect its own information (or information of its customers) of a similar nature, but not less than reasonable care. In no event shall Supplier use, disclose and employ any Ascension Health Data, personal information, or Confidential Information of any Eligible Recipient for any purpose other than providing Services under the Agreement, including in an aggregated or anonymous manner (e.g., where identifying Eligible Recipient information has been removed).
(ii) A receiving Party may disclose Confidential Information of the disclosing Party to its employees, officers, directors, auditors, attorneys, tax advisors, consultants, financial advisors and similar professionals, and contractors and agents provided that (A) such person or entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with or to enforce its rights under or with respect to this Agreement or as otherwise naturally occurs in such person’s scope of responsibility, (B) such person or entity is held to obligations of confidentiality that are no less stringent than those set forth in this Section 13.1, and (C) such disclosure is not in violation of Law. The receiving Party assumes full responsibility for the acts or omissions of any person or entity to whom it discloses Confidential Information of the disclosing Party regarding their use of such Confidential Information. ASCENSION HEALTH CONFIDENTIAL MPSA Page 41
(iii) A receiving Party may disclose Confidential Information of a disclosing Party as required to satisfy any Law, provided that, promptly upon receiving any such request, the receiving Party, to the extent it may legally do so, gives notice to the disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure so that the disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. The receiving Party shall reasonably cooperate with the consent disclosing Party in its efforts to seek a protective order or other appropriate remedy or, in the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment will be accorded such Confidential Information.
(iv) Unless expressly permitted by this Agreement, neither Party shall (A) make any use or copies of the Confidential Information of the other PartyParty except as expressly contemplated by this Agreement, such consent not to be unreasonably withheld;
(bB) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by possess or acquire any Applicable Reliability Standards right in or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing assert any lien against the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information (C) sell, assign, transfer, lease, encumber, or otherwise dispose of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may or disclose the Confidential Information of the other Party when such disclosure is: to third parties, (iD) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Partiescommercially exploit, or the defense of litigation or dispute; or(iii) necessary permit a third party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariffcommercially exploit, such Confidential Information, or as (E) refuse for any reason (including a Transmission Provider default or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure material breach of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of this Agreement by the other Party's Confidential Information under this subparagraph and subject ) to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect provide the other Party’s Confidential Information from public disclosure(including any copies thereof) to the other Party if requested to do so.
(v) Notwithstanding the foregoing, at the terms and conditions of this Agreement that are specific to this transaction, including the Charges and the Service Levels (collectively, the “Agreement Terms”), shall be deemed to be the Confidential Information of each Party, but not the existence of the Agreement and not general descriptions of the Services. Each Party shall have the right to disclose the Agreement Terms without notice to or consent of the other Party as necessary to enforce any of that Party’s expenserights or to perform their obligations as set forth in this Agreement, in connection with any audit or Reviewing, in connection with any potential merger, sale or acquisition of Supplier or an Eligible Recipient (as the case may be), or a sale or transfer of a portion of the business of an Eligible Recipient which business relies, in whole or in part on the Services hereunder, in connection with Supplier or an Eligible Recipient (as the case may be) obtaining any financing or investment, or as otherwise permitted in this Article 13. The Eligible Recipients and Supplier shall have the right to disclose the Agreement Terms (as part of any public regulatory filings or otherwise) upon at least four (4) business days’ notice (or such shorter period required to comply with the applicable rules or regulations) to the other Party to the extent required by confidentiality agreementrules or regulations promulgated by the Securities and Exchange Commission (“SEC”) or any similar governmental or regulatory body having jurisdiction over such Party in any country or jurisdiction, protective order provided that the Parties shall cooperate and seek to minimize disclosure through redaction consistent with such rules and regulations. Ascension Health may disclose Confidential Information relating to the financial or other reasonable measures.operational terms of this Agreement and/or Supplier’s performance hereunder (e.g., applicable Service Levels and measurements of Supplier’s performance with respect to such Service Levels) in connection with the solicitation of proposals for or the procurement of the same or similar services from prospective Third Party Contractors; provided, however, Ascension Health may not divulge Supplier’s pricing for the Services in connection with any such solicitation or procurement. For any redaction efforts, the Parties shall cooperate in good faith to agree upon the appropriate redactions within a timeframe that permits the Parties to comply with the applicable Laws; provided, that nothing shall prevent any Party from filing an unredacted version of the Agreement Terms if the redaction cannot reasonably be completed within the timeframe required for the filing or disclosure. ASCENSION HEALTH CONFIDENTIAL MPSA Page 42
Appears in 1 contract
Samples: Master Professional Services Agreement (Accretive Health, Inc.)
Disclosure of Confidential Information. Neither Party shall (a) Subject to the limitations set forth below, the Parties may disclose Confidential Information to any other personthe extent (i) required to be disclosed to regulatory authorities or governmental agencies for registration purposes, except as provided below and in Articles 22.1.4 and
(aii) A Party may disclose the other Party’s Confidential Information with the consent requested pursuant to an order of a competent court or administrative agency, or (iii) required by applicable law. In furtherance of the other Partyforegoing, such consent not the Parties acknowledge that, Vanda will be permitted pursuant to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, to its Affiliates (limited file a Current Report on Form 8-K disclosing, to the extent required thereby, the entry into this Agreement by Vanda and a description of the terms and conditions hereof, and of any Applicable Reliability Standards or Standards of Conduct requirements)the Settlement Agreements that are material to Vanda, subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing Vanda shall provide drafts of such Current Report on Form 8-K sufficiently in advance of filing to permit Novartis to review and comment on such Current Report on Form 8-K and the Confidential Information Parties shall, to the extent reasonably practicable, coordinate and work in good faith to create a mutually acceptable Current Report on Form 8-K and Vanda shall take into consideration and comply with any reasonable comments or requests of Novartis.
(b) To the extent that either Party is required to make a filing or any other public disclosure (other than as set forth in the preceding sentence) with respect to this Agreement, any Settlement Agreement or the terms or existence hereof or thereof to comply with the requirements, rules, laws or regulations of any applicable stock exchange, The NASDAQ Global Market or any governmental or regulatory authority or body, including without limitation the U.S. Securities and Exchange Commission (the “SEC”) (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof and shall use reasonable efforts to maintain the confidentiality of the other Party’s confidential information in any such filing or disclosure. To the extent that either Party is required to file a copy of this Agreement or any Settlement Agreement to comply with the Disclosure Obligations, such Party shall promptly inform the other Party thereof. Prior to making any such filing of a copy of this Agreement or any such Settlement Agreement, the disclosing Party first advises Parties shall mutually agree on the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and Agreement and/or Settlement Agreement, as applicable, for which the person agrees Parties shall seek confidential treatment, it being understood that if one Party determines to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of seek confidential treatment for a provision for which the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by does not, then the disclosing Party to be required to be disclosed Parties will use reasonable efforts in connection with a dispute between or among such filing to seek the Partiesconfidential treatment of any such provision. The Parties shall cooperate, or the defense of litigation or dispute; or(iii) necessary to fulfill each at its obligations under this GIA or under the Transmission Provider’s Tariffown expense, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authorityin such filing, including disclosing the Confidential Information to an RTO or ISO or to a sub-regionalwithout limitation such confidential treatment request, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the and shall execute all documents reasonably required in connection therewith. The Parties shall agree with each other Party's Confidential Information under this subparagraph and subject as to the limited exceptions described form, timing and substance of any such filing. Each Party shall have the right to review in Articles 22.1.4 advance, and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate shall consult with the other Party on, all information relating to this Agreement or any Settlement Agreement, that appear in seeking any such filing. In furtherance of the foregoing, the Parties will agree as promptly as practicable after the date of this Agreement on the confidential treatment request to protect be filed with the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order SEC and the redacted form or other reasonable measures.forms of this Agreement and/or Settlement
Appears in 1 contract
Disclosure of Confidential Information. Neither Subject to complying with its obligations under Section 10.4, each Party shall may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andInformation:
(a) A as required under a Title Document or to regulatory authorities: (i) as required by the Regulations; or (ii) as regarded as appropriate by that Party may disclose the other Party’s Confidential Information with the consent to optimize retention of the Mutual Interest Lands or other Partylands held by it, such consent provided that it may not disclose that information to be unreasonably withheldany third party with which it holds those other lands and that it will request any confidentiality protection permitted by the Regulations;
(b) A Party may disclose as required by securities laws applicable to it, provided that it will request any confidentiality protection permitted thereunder and that any such disclosure beyond that required by those laws is subject to the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards requirements of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information Article 19.00 of the other PartyOperating Procedure, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisionsmutatis mutandis, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.for public announcements;
(c) A Party may disclose to its Affiliates and to those directors, officers, employees or its shareholder representatives that need to know or have a contractual right to know the relevant Confidential Information for the purpose of the Parties’ prospective participation in an AMI Acquisition (the “Permitted Purpose”);
(d) to the professional advisers or consultants engaged to advise it in connection with the Permitted Purpose and, to the extent reasonably appropriate, its legal counsel, auditors, financial advisors and credit rating agencies;
(e) to its bankers, potential investors or funders (and their respective professional advisers or consultants) for the purpose of securing financing in relation to the Permitted Purpose; and
(f) to any person whom the other Parties agree in writing may receive the relevant Confidential Information;
(g) to a third party that is a bona fide prospective assignee of any of that Party’s Working Interest (including for this purpose an agreement granting it the right to acquire a Working Interest for the conduct of certain Operations) or to a third party with which it is conducting bona fide negotiations directed towards a merger, amalgamation or sale of shares representing a majority ownership interest of that Party when or any of its Affiliates, provided that there is a prior agreement with each applicable third party which provides, as a minimum, that such third party will take such measures with respect to internal security and access to information as are appropriate to ensure that no such information will be disclosed by it to any other third party or used by it for other than the contemplated purpose and further provided that any such disclosure of geophysical data is: (i) required by lawrestricted to showing it at the offices of the disclosing Party or in its data room; and (ii) reasonably deemed is not prohibited by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iiiany agreement under which it was acquired;
(h) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent required by any legal or administrative proceedings or because of any order of a court or any regulatory authority binding on it, the disclosing Party must provided that it will promptly notify the other Party in writing Parties of its intent to disclose the Confidential Information any such anticipated disclosure and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosurethat it will request any confidentiality protection permitted thereunder. (each such recipient under Subsection (c), at that other Party’s expense(d), by confidentiality agreement(e), protective order or other reasonable measures(f) and (g) above a “Permitted Recipient”).
Appears in 1 contract
Disclosure of Confidential Information. Neither Party Reseller shall hold in strict confidence and shall not disclose such Confidential Information to any other personparty except its employess, except as provided below agents and contractors who have a need to know in Articles 22.1.4 and
order to assist a transaction contemplated by this Agreement (a) A Party may disclose the other Party’s collectively “Necessary Agents”). Necessary Agents who have a need to know Confidential Information with may receive it only if the consent of the other Party, such consent Reseller ensures that its Necessary Agents do not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information to any person and further provided such Necessary Agents each have individually entered into a non-disclosure agreement materially similar to this Agreement. Non-Use / Ownership / No Further Relations: Reseller may not use Confidential Information except for the purposes contemplated by this Agreement, namely for discussion of a possible business relationship between the confidentiality provisions parties or in furtherance of this Article 22 any ensuing relationship. This Agreement does not grant Reseller or its Necessary Agents any ownership or licensing rights in any Confidential Information disclosed; nor does it commit either party to any further business relationship. Return of Documents and Section 13.1 Materials: Reseller (and each Necessary Agent which has received such Confidential Information from or through Reseller) shall, upon the request of Transmission Provider’s GIP XxxxxXxxxx, return to WaterBrick all documents and the person agrees other tangible manifestations of Confidential Information prepared by XxxxxXxxxx and delivered to comply with such provisionsReseller and/or its Necessary Agents, including by executing any Non-Disclosure Agreement required by Transmission Provider all copies, reproductions, evaluations and analyses thereof, and any Confidentiality Agreement required information or data generated or created by WECC.
(c) A Party may disclose the Reseller that embodies Confidential Information Information. Indemnity: Reseller shall indemnify and hold harmless WaterBrick against any and all claims, legal actions, losses, damages, liabilities, costs and expenses asserted against, imposed upon or incurred by WaterBrick arising out of the other Party when such disclosure is: or relating to (i) required any misrepresentation or breach of warranty or covenant by lawReseller under this Agreement; (ii) reasonably deemed by any actual or alleged act or omission of Reseller in the disclosing Party to be required to be disclosed in connection with a dispute between course of its performance hereunder; (iii) death or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior injury to any disclosure of the other Partyperson or damage to any property resulting from any product or part (a) not supplied by XxxxxXxxxx, (b) supplied by XxxxxXxxxx but changed, modified, adapted or refitted without WaterBrick's Confidential Information under this subparagraph and subject to the limited exceptions described written authorization, (c) not in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, WaterBrick's standard inventory but purchased by WaterBrick at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.Reseller's direction,
Appears in 1 contract
Samples: Reseller Agreement
Disclosure of Confidential Information. Neither Party Seller and Purchaser shall keep confidential and not make any public announcement or disclose to any Person the existence or any terms of this Agreement or, until Closing, any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which is not generally known to the public (other than as a result of a disclosure arising from a breach or default of the confidentiality provisions of this Agreement) and which has not been received by Purchaser from a third party who, to Purchaser’s Knowledge, is not under a confidentiality obligation to Seller with respect to such materials, data or other information (the “Confidential Information”) . Notwithstanding the foregoing, Seller and Purchaser shall be permitted to (a) disclose any Confidential Information required under Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or (b) disclose any Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other PartyPerson on a “need to know” basis, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements)as their respective shareholders, subcontractorsprincipals, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, or advisors, agents, representatives, engineers, surveyors, lenders, investors, managers, franchisers and such other Persons whose assistance is required to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis consummate the transactions described in connection with this GIA and Transmission Provider’s GIPAgreement; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: Purchaser (i) required by law; in the case of clause (iia) reasonably deemed by shall advise Seller immediately upon receiving any demand for disclosure of any Confidential Information pursuant to Applicable Law, and Seller shall have the disclosing Party right to be obtain a protective order or agree to an arrangement with the Person demanding such Confidential Information to prevent or limit the extent of such disclosure prior to Purchaser’s disclosure of such Confidential Information (unless on the advice of counsel such information is required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, by Purchaser prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, obtaining such protective order or other reasonable measuresagreement), and (ii) in the case of clause (b) shall advise such Person of the confidential nature of such Confidential Information, and cause such Person to maintain the confidentiality of such Confidential Information.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)
Disclosure of Confidential Information. Neither Party shall disclose The Confidential Information to any will not be used other personthan in connection with the purpose described above, except as provided below and in Articles 22.1.4 and
will be kept confidential by the Consultant and its directors, officers, employees and representatives (collectively, “Representatives”). Confidential information may be disclosed only, (a) A Party may disclose to the other PartyConsultant’s Confidential Information with the consent of the other PartyRepresentatives, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information only to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or such Representatives as need to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information for the purpose described above, and (c) only in strict accordance with the Notice of Attempts to Compel Disclosure, as stated below. Such Representatives shall be informed by the Consultant of the confidential nature of the Confidential Information and the requirement that it not be used other Partythan for the purpose described above. Such Representatives shall agree in writing to be bound by the terms of this Master Agreement as a condition of receiving the Confidential Information. In any event, The Consultant shall be responsible for any breach of the Master Agreement by any of its Representatives. Neither the Consultant nor any of its Representatives shall use or disclose to any person Confidential Information other than as expressly permitted by the Master Agreement or purchase order, and the Consultant will use its best efforts, and cause each of its Representatives to whom Confidential Information has been disclosed to use their best efforts to safeguard the Confidential Information from unauthorized disclosure or use. The term “person” as used in this Master Agreement shall be broadly interpreted to include without limitation any individual, corporation, company, partnership or other entity. • Non-disclosure of Discussions - Without the prior written consent of SSOE Group, The Consultant will not, and will direct its Representatives not to disclose to any person the fact that the Confidential Information has been made available or that the Consultant has inspected any portion of the Confidential Information, or that discussions with respect to the above purpose are taking place or any other facts with respect to these discussions, including the status thereof. • Notice of Attempts to Compel Disclosure - If the Consultant or its Representatives are requested or required to disclose any Confidential Information, the disclosing Party first advises Consultant will promptly notify SSOE Group of such request or requirement so SSOE Group may seek an appropriate protective order or waive compliance with provisions of the person to whom it intends Master Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Consultant or its Representatives are, in the written opinion of its counsel, compelled to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisionsor else stand liable for contempt or suffer other censure or significant penalty, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party they may disclose the Confidential Information only such of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate the party compelling disclosure as is required by law. The Consultant shall not be liable for the disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject pursuant to the limited exceptions described preceding sentence unless such disclosure was caused by the Consultant or its Representatives and not otherwise permitted by this Master Agreement. The Consultant will exercise its best efforts to assist SSOE Group in Articles 22.1.4 obtaining a protective order and 22.1.5 below, the disclosing Party must promptly notify the in providing other Party in writing of its intent to disclose reliable assurance that confidential treatment will be accorded the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresInformation.
Appears in 1 contract
Samples: Consulting Services Agreement
Disclosure of Confidential Information. Neither Party 10.2.1 The Recipient Member shall hold in strict confidence, and shall not disclose to any person or entity, other than those described in this Agreement, any Confidential Information provided by the Disclosing Member to the Recipient Member without the prior written consent of the Disclosing Member.
10.2.2 The Recipient Member shall use such Confidential Information only for the purpose for which it was disclosed, and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Member. The Recipient Member shall disclose Confidential Information received by it under this Agreement to only those of its employees, agents, consultants and others acting on its behalf who both (i) have a need to know such Confidential Information in the course of the performance of their duties acting on behalf of the Recipient Member (collectively, "Representatives"), and (ii) are bound to protect the confidentiality of such Confidential Information.
10.2.3 Xxxxxx/D-H or any other person, except as provided below and in Articles 22.1.4 and
(a) A Party successors thereto providing Services may disclose this Agreement, and with the approval of the Steering Committee, other Party’s Confidential Information, to third parties in connection with discussions regarding the potential membership of such third parties in the Consortium, provided that, with respect to Confidential Information other than the terms of this Agreement, such parties have entered into confidentiality agreements with Xxxxxx/X-X or such successors on behalf of all the consent Members requiring such third parties to treat and use Confidential Information on substantially the same terms and conditions contained in this Agreement.
10.2.4 The Recipient Member shall be responsible for the acts and omissions of all of its Representatives and shall inform every Representative of the other Party, need to maintain the confidentiality of the Confidential Information and ensure that the obligation of confidentiality set forth herein is agreed to by such consent not Representatives prior to be unreasonably withheld;
(b) A Party may disclose the other Party’s providing Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate Representatives. Any disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure party who is not a Representative as that term is defined herein shall not be made without the prior written approval of the Disclosing Member.
10.2.5 Other competitively sensitive information, including, but not limited to, accounting information, cost information, price information and/or other Party's financial information will not be shared among the Members either under this Agreement or otherwise unless appropriate safeguards are in place and such sharing has been explicitly approved by antitrust counsel.
10.2.6 The obligations of non-disclosure and non-use set forth in this Section 10.2 shall survive and continue for a period of three (3) years following the termination of this Agreement.
10.2.7 For clarity, neither a Member’s Member Data nor the Shared Data shall be treated as Confidential Information under for purposes of this subparagraph Section 10. The terms and subject provisions related to the limited exceptions described use of Member Data and Shared Data are in Articles 22.1.4 Section 5 (Use of Member Data Submitted to the Registry) and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresSection 6 (Publications).
Appears in 1 contract
Samples: Hyperbaric Oxygen Treatment Registry Consortium Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this Transitional Cluster GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this Transitional Cluster GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regionalsubregional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Samples: Transitional Cluster Generator Interconnection Agreement
Disclosure of Confidential Information. Neither 15.2.1 Each Party agrees that during the Term of this Agreement and for a period of 5 Years from the date of termination of this Agreement it will not, without the written consent of the other Party or as otherwise provided herein, disclose Confidential Information of another Party to any other party; provided, however, each Party shall be entitled to disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
its (aor its Affiliates’) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractorsagents, employees, consultantsofficers, or directors, representatives, contractors, advisors, lenders, accountants, rating agencies, underwriters, consultants and advisors who need to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis such information in connection with the performance of their duties or services for such Party or Affiliates or in connection with the analysis, issuance or rating of any debt or equity securities or financial activities of such Party or Affiliates; provided, further, that such parties shall be bound by an obligation to maintain the confidentiality of such Confidential Information and such Party shall be responsible for any use or disclosure by such parties of any Confidential Information inconsistent with this GIA Article 15.
15.2.2 To the extent Gulf Power is required to provide Confidential Information in this Agreement to FERC, Gulf Power shall seek confidential treatment of such Confidential Information from FERC, and Transmission Provider’s GIPFPUC will provide reasonable cooperation in connection with such request. Notwithstanding the foregoing, the Parties acknowledge that certain Confidential Information may need to be disclosed in filings with FERC which may become publicly available. In the event this Agreement becomes publicly available, Gulf Power will promptly notify FPUC once Gulf Power learns of this fact; provided, however, that before disclosing the Confidential Information regardless of the other Partywhether such notification is provided, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 15 shall no longer apply to this Agreement if this Agreement becomes publicly available as a result of filings with FERC or otherwise.
15.2.3 Each Party may file this Agreement and Section 13.1 of Transmission Provider’s GIP Confidential Information with the Securities and the person agrees to comply Exchange Commission (“SEC”) as may be necessary under Laws in connection with such provisionsParty’s application to the SEC for such orders and approvals as may be required for financing and/or the issuance and sale of interests in or debt issued or to be issued by such Party and/or its Affiliates. Such Party shall request confidential treatment of this Agreement and Confidential Information in connection with such filing; however, including the Parties acknowledge that such request may be denied in whole or in part, and accordingly, that confidential treatment may not be afforded by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A the SEC to such information. In addition, each Party may disclose the Confidential Information of the other Party when such disclosure is: (i) as required by law; (ii) reasonably deemed by the disclosing Party SEC pursuant to be required the Securities and Exchange Act of 1934, as amended, and any rule or regulation promulgated thereunder. In the event any Confidential Information will need to be disclosed in connection with a dispute between or among filing under this Section 15.2.3, the PartiesParties shall consult and cooperate with each other prior to such disclosure, including, without limitation, in determining the extent to which confidential treatment will be sought for such terms, conditions and provisions.
15.2.4 The Parties agree to seek confidential treatment of this Agreement and other Confidential Information from the FPSC to the maximum extent possible pursuant to Chapter 366.093, Florida Statutes, and Rule 25-22.006 of the Florida Administrative Code. In the event any Confidential Information will need to be disclosed in connection with any application for the FPSC approval of this Agreement or the defense rates to be charged hereunder, FPUC shall consult and cooperate with Gulf Power prior to such disclosure, including, without limitation, in determining the extent to which confidential treatment will be sought for such terms, conditions and provisions.
15.2.5 Nothing in this Section 15.2 shall prohibit or otherwise limit the use or disclosure of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information if such Confidential Information: (a) was previously known to the disclosing or using Party unrelated to this Agreement without an RTO obligation of confidentiality; (b) was developed by or ISO for the disclosing or using Party unrelated to this Agreement using nonconfidential information; (c) was acquired by the disclosing or using Party from a sub-regionalthird party which is not, regional to the disclosing or national reliability organization using Party’s knowledge, under an obligation of confidence with respect to such information; (d) is or planning groupbecomes publicly available other than through a manner inconsistent with this Section 15.2; or (e) is provided or made available for inspection by any Party under public records or public disclosure laws but only to the extent required to be so provided or made available.
15.2.6 Notwithstanding anything in this Article 15 to the contrary, if a Party is required by applicable Law or in the course of administrative or judicial proceedings or investigations, to disclose to third parties, Confidential Information of the other Party or this Agreement, such required Party may make disclosure of such information; provided, however, that unless Transmission Provider determines all reasonable steps are taken by such Party to assure continued confidential treatment by the relevant administrative, regulatory or judicial agencies or other recipient and provided further that immediate as soon as such Party learns of the disclosure of request or requirement or otherwise intends to disclose any such Confidential Information is necessary to prevent or remedy an operational emergency, pursuant hereto and prior to any disclosure of the other making disclosure, such Party's Confidential Information under this subparagraph and subject , to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent permitted by law, the disclosing Party must promptly notify notifies the other Party in writing of its intent to disclose the Confidential Information requirement, request or intention and use Reasonable Efforts to cooperate with the terms thereof and such other Party in seeking to protect may challenge the other Party’s Confidential Information from public disclosuredisclosure requirement, at that other Party’s expense, by confidentiality agreement, request or intention or seek a protective order or other reasonable measuresappropriate remedy. The required Party, at the expense of the Party whose Confidential Information would be disclosed, shall attempt to minimize the disclosure of such Confidential Information consistent with applicable law and attempt to obtain proprietary or confidential treatment of such Confidential Information by the Person to whom such Confidential Information will be disclosed (and if practicable, reasonably prior to any such disclosure). If, in the absence of a protective order or other appropriate remedy, the required Party is nonetheless, in the written opinion of counsel, legally compelled to disclose such Confidential Information or otherwise may become subject to contempt or other censure or penalty, the required Party may, in such instance but not otherwise, without liability hereunder, disclose that portion of such Confidential Information which and to whom such counsel advises the required Party is legally required to be disclosed (but none other).
Appears in 1 contract
Samples: Generation Services Agreement (Florida Public Utilities Co)
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andNotwithstanding the Confidentiality Agreement or section 8.7(b) above:
(ai) A Party the Seller may disclose Buyer Confidential Information, and the other Party’s Buyer may disclose Seller Confidential Information with Information, in the consent of the other Party, such consent not to be unreasonably withheldfollowing circumstances:
(A) disclosures expressly authorized under this EPA or otherwise set out in this EPA;
(bB) A disclosures to enable a Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA EPA;
(C) disclosure in any arbitration or legal proceedings for the enforcement of this EPA;
(D) disclosure to the Party’s directors, officers, employees, Xxxxxxxx Xxxxxxx, consultants and advisors, provided each of them is advised of the confidential nature of the information and agrees to respect such confidentiality;
(E) subject to section 8.7(c)(ii)(D), disclosure required to be made by a Party by an order of a court, a regulatory agency or a tribunal or under any law, regulatory requirements or any requirement of any stock exchange that is binding upon a Party, provided that the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing Party intending to make the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject disclosure:
(I) to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent reasonably practicable, the disclosing Party must promptly notify gives reasonable notice to the other Party before making the disclosure; and
(II) limits the disclosure to that required by the applicable order Laws or regulatory or stock exchange requirement; and provided further that in writing the case of its intent to disclose the disclosure of any Buyer Confidential Information that is required or proposed to be made by the Seller:
(III) the Seller makes all reasonable efforts to resist and use Reasonable Efforts limit such exposure including applying to cooperate the court, tribunal or other regulatory entity to do so; and
(IV) the Seller will indemnify and hold harmless the Buyer from all reasonable costs and expenses (including full legal costs and expenses) incurred by or on behalf of the Buyer in connection with resisting, limiting, reviewing and responding to such disclosure (which may include taking measures to oppose or restrict the disclosure);
(F) disclosure to a third Person if such information was known by that third Person before disclosure by the Buyer or Seller, as the case may be, provided the third Person did not know of the information as a result of a breach of the non‐disclosure obligations in this EPA or the Confidentiality Agreement; or
(G) disclosure with the other Party consent of the Buyer, in seeking to protect the other Party’s case of Buyer Confidential Information, or the Seller, in the case of Seller Confidential Information; and
(ii) the Buyer may disclose Seller Confidential Information from public disclosurein the following circumstances:
(A) disclosure to the Buyer’s Affiliates or to any third Person or Governmental Authority (whether directly or by the Buyer’s Affiliates), at and their respective employees, consultants and advisors, for the purpose of using, reselling or marketing any Energy or Environmental Attributes, including disclosure of Seller Confidential Information by such Affiliate or third Person to those who have purchased or may purchase the Energy or Environmental Attributes;
(B) for purposes other than those described in section 8.7(c)(ii)(A), to the Buyer’s Affiliates and to any directors, officers, employees, consultants and advisors of any Affiliates, provided such persons either have a legal duty to maintain confidentiality or have provided written assurances of confidentiality to such Affiliate;
(C) to any ministers, deputy ministers, servants or employees of the Province of British Columbia or Canada, in either case to the extent that the Buyer considers disclosure is necessary or desirable for any purpose, provided each of them is advised of the confidential nature of the information;
(D) in any regulatory proceeding to the extent the Buyer considers disclosure is necessary or desirable to support its position in such proceeding, or in connection with any other Partyregulatory filing or reporting that may be required, provided that the Buyer files any such Seller Confidential Information on a confidential basis in accordance with the applicable regulator’s expensepolicies and procedures for confidential filings; or
(E) to reliability organizations, by confidentiality agreementreliability coordinators, protective order balancing authorities, transmission operators or other reasonable measuresothers to the extent that the Buyer considers disclosure is necessary or desirable for operating reliability or compliance purposes, provided each of them is advised of the confidential nature of the information. For greater certainty, section 8.7(c)(i) does not apply to such disclosures.
Appears in 1 contract
Samples: Electricity Purchase Agreement
Disclosure of Confidential Information. Neither Party Employee acknowledges that certain information, whether written or oral, concerning the Employer and/or the Business, including, but not limited to, general business operations or any other ideas and or items relating to the business of the Employer (referred to herein as "Confidential Information"), whether prepared or generated by Employee or the Employer pursuant to this Agreement, or otherwise coming into the possession or knowledge of Employee, shall remain the exclusive, confidential property of the Employer except to the extent expressly authorized in writing by the Employer for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Employer. During the term of this Agreement and the Restricted Period (as defined in Section 5.8 hereof) Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Employer, and shall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not use any of such Confidential Information in any manner whatsoever during the Restricted Period, without the Employer's express prior written consent. In consideration of the obligations undertaken by the Employer herein, Employee will not, at any time during or after her employment hereunder, reveal divulge or make known to any person, any Confidential Information acquired by Employee during the course of her employment. Without in any manner limiting the generality of the foregoing obligation, Employee agrees that Employee shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:
(a) disclose any Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheldperson or entity;
(b) A Party may disclose the other Party’s use any Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.for Employee's own purposes;
(c) A Party may disclose authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or
(d) undertake or attempt to undertake any activity the Confidential Information of the other Party when such disclosure is: (i) required Company is prohibited from undertaking or attempting to undertake by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosurepresent or future clients, at that other Party’s expensecustomers. suppliers, by confidentiality agreementvendors. consultants, protective order agents or other reasonable measurescontractors.
Appears in 1 contract
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andNotwithstanding the Confidentiality Agreement or section 8.7(b) above:
(ai) A Party the Seller may disclose Buyer Confidential Information, and the other Party’s Buyer may disclose Seller Confidential Information with Information, in the consent of the other Party, such consent not to be unreasonably withheldfollowing circumstances:
(A) disclosures expressly authorized under this EPA or otherwise set out in this EPA;
(bB) A disclosures to enable a Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA EPA;
(C) disclosure in any arbitration or legal proceedings for the enforcement of this EPA;
(D) disclosure to the Party’s directors, officers, employees, Xxxxxxxx Xxxxxxx, consultants and advisors, provided each of them is advised of the confidential nature of the information and agrees to respect such confidentiality;
(E) subject to section 8.7(c)(ii)(D), disclosure required to be made by a Party by an order of a court, a regulatory agency or a tribunal or under any law, regulatory requirements or any requirement of any stock exchange that is binding upon a Party, provided that the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing Party intending to make the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject disclosure:
(I) to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent reasonably practicable, the disclosing Party must promptly notify gives reasonable notice to the other Party before making the disclosure; and
(II) limits the disclosure to that required by the applicable order Laws or regulatory or stock exchange requirement; and provided further that in writing the case of its intent to disclose the disclosure of any Buyer Confidential Information that is required or proposed to be made by the Seller:
(III) the Seller makes all reasonable efforts to resist and use Reasonable Efforts limit such exposure including applying to cooperate the court, tribunal or other regulatory entity to do so; and
(IV) the Seller will indemnify and hold harmless the Buyer from all reasonable costs and expenses (including full legal costs and expenses) incurred by or on behalf of the Buyer in connection with resisting, limiting, reviewing and responding to such disclosure (which may include taking measures to oppose or restrict the disclosure);
(F) disclosure to a third Person if such information was known by that third Person before disclosure by the Buyer or Seller, as the case may be, provided the third Person did not know of the information as a result of a breach of the non-disclosure obligations in this EPA or the Confidentiality Agreement; or
(G) disclosure with the other Party consent of the Buyer, in seeking to protect the other Party’s case of Buyer Confidential Information, or the Seller, in the case of Seller Confidential Information; and
(ii) the Buyer may disclose Seller Confidential Information from public disclosurein the following circumstances:
(A) disclosure to the Buyer’s Affiliates or to any third Person or Governmental Authority (whether directly or by the Buyer’s Affiliates), at and their respective employees, consultants and advisors, for the purpose of using, reselling or marketing any Energy or Environmental Attributes, including disclosure of Seller Confidential Information by such Affiliate or third Person to those who have purchased or may purchase the Energy or Environmental Attributes;
(B) for purposes other than those described in section 8.7(c)(ii)(A), to the Buyer’s Affiliates and to any directors, officers, employees, consultants and advisors of any Affiliates, provided such persons either have a legal duty to maintain confidentiality or have provided written assurances of confidentiality to such Affiliate;
(C) to any ministers, deputy ministers, servants or employees of the Province of British Columbia or Canada, in either case to the extent that the Buyer considers disclosure is necessary or desirable for any purpose, provided each of them is advised of the confidential nature of the information;
(D) in any regulatory proceeding to the extent the Buyer considers disclosure is necessary or desirable to support its position in such proceeding, or in connection with any other Partyregulatory filing or reporting that may be required, provided that the Buyer files any such Seller Confidential Information on a confidential basis in accordance with the applicable regulator’s expensepolicies and procedures for confidential filings; or
(E) to reliability organizations, by confidentiality agreementreliability coordinators, protective order balancing authorities, transmission operators or other reasonable measuresothers to the extent that the Buyer considers disclosure is necessary or desirable for operating reliability or compliance purposes, provided each of them is advised of the confidential nature of the information. For greater certainty, section 8.7(c)(i) does not apply to such disclosures.
Appears in 1 contract
Samples: Electricity Purchase Agreement
Disclosure of Confidential Information. Neither Party Reseller shall hold in strict confidence and shall not disclose such Confidential Information to any other personparty except its employess, except as provided below agents and contractors who have a need to know in Articles 22.1.4 and
order to assist a transaction contemplated by this Agreement (a) A Party may disclose the other Party’s collectively “Necessary Agents”). Necessary Agents who have a need to know Confidential Information with may receive it only if the consent of the other Party, such consent Reseller ensures that its Necessary Agents do not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information to any person and further provided such Necessary Agents each have individually entered into a non-disclosure agreement materially similar to this Agreement. Non-Use / Ownership / No Further Relations: Reseller may not use Confidential Information except for the purposes contemplated by this Agreement, namely for discussion of a possible business relationship between the confidentiality provisions parties or in furtherance of this Article 22 any ensuing relationship. This Agreement does not grant Reseller or its Necessary Agents any ownership or licensing rights in any Confidential Information disclosed; nor does it commit either party to any further business relationship. Return of Documents and Section 13.1 Materials: Reseller (and each Necessary Agent which has received such Confidential Information from or through Reseller) shall, upon the request of Transmission Provider’s GIP WaterBrick, return to WaterBrick all documents and the person agrees other tangible manifestations of Confidential Information prepared by WaterBrick and delivered to comply with such provisionsReseller and/or its Necessary Agents, including by executing any Non-Disclosure Agreement required by Transmission Provider all copies, reproductions, evaluations and analyses thereof, and any Confidentiality Agreement required information or data generated or created by WECC.
(c) A Party may disclose the Reseller that embodies Confidential Information Information. Indemnity: Reseller shall indemnify and hold harmless WaterBrick against any and all claims, legal actions, losses, damages, liabilities, costs and expenses asserted against, imposed upon or incurred by WaterBrick arising out of the other Party when such disclosure is: or relating to (i) required any misrepresentation or breach of warranty or covenant by lawReseller under this Agreement; (ii) reasonably deemed by any actual or alleged act or omission of Reseller in the disclosing Party to be required to be disclosed in connection with a dispute between course of its performance hereunder; (iii) death or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior injury to any disclosure of the other Partyperson or damage to any property resulting from any product or part (a) not supplied by WaterBrick, (b) supplied by WaterBrick but changed, modified, adapted or refitted without WaterBrick's Confidential Information under this subparagraph and subject to the limited exceptions described written authorization, (c) not in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, WaterBrick's standard inventory but purchased by WaterBrick at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.Reseller's direction,
Appears in 1 contract
Samples: Reseller Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andNotwithstanding the Confidentiality Agreement or section 14.7(b) above:
(ai) A Party the Seller may disclose Buyer Confidential Information, and the other Party’s Buyer may disclose Seller Confidential Information with Information, in the consent of the other Party, such consent not to be unreasonably withheldfollowing circumstances:
(A) disclosures expressly authorized under this EPA or otherwise set out in this EPA;
(bB) A disclosures to enable a Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA EPA;
(C) disclosure in any arbitration or legal proceedings for the enforcement of this EPA;
(D) disclosure to the Party’s directors, officers, employees, Xxxxxxxx Xxxxxxx, consultants and advisors, provided each of them is advised of the confidential nature of the information and agrees to respect such confidentiality;
(E) subject to section 14.7(c)(ii)(D), disclosure required to be made by a Party by an order of a court, a regulatory agency or a tribunal or under any law, regulatory requirements or any requirement of any stock exchange that is binding upon a Party, provided that the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing Party intending to make the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject disclosure:
(I) to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent reasonably practicable, the disclosing Party must promptly notify gives reasonable notice to the other Party before making the disclosure; and
(II) limits the disclosure to that required by the applicable order Laws or regulatory or stock exchange requirement; and provided further that in writing the case of its intent to disclose the disclosure of any Buyer Confidential Information that is required or proposed to be made by the Seller:
(III) the Seller makes all reasonable efforts to resist and use Reasonable Efforts limit such exposure including applying to cooperate the court, tribunal or other regulatory entity to do so; and
(IV) the Seller will indemnify and hold harmless the Buyer from all reasonable costs and expenses (including full legal costs and expenses) incurred by or on behalf of the Buyer in connection with resisting, limiting, reviewing and responding to such disclosure (which may include taking measures to oppose or restrict the disclosure);
(F) disclosure to a third Person if such information was known by that third Person before disclosure by the Buyer or Seller, as the case may be, provided the third Person did not know of the information as a result of a breach of the non-disclosure obligations in this EPA or the Confidentiality Agreement; or
(G) disclosure with the other Party consent of the Buyer, in seeking to protect the other Party’s case of Buyer Confidential Information, or the Seller, in the case of Seller Confidential Information; and
(ii) notwithstanding section 14.7(c)(i), the Buyer may disclose Seller Confidential Information from public disclosurein the following circumstances:
(A) disclosure to the Buyer’s Affiliates or to any third Person or Governmental Authority (whether directly or by the Buyer’s Affiliates), at and their respective employees, consultants and advisors, for the purpose of using, reselling or marketing any Energy or Environmental Attributes, including disclosure of Seller Confidential Information by such Affiliate or third Person to those who have purchased or may purchase the Energy or Environmental Attributes;
(B) for purposes other than those described in section 14.7(c)(ii)(A), to the Buyer’s Affiliates and to any directors, officers, employees, consultants and advisors of any Affiliates, provided such persons either have a legal duty to maintain confidentiality or have provided written assurances of confidentiality to such Affiliate;
(C) to any ministers, deputy ministers, servants or employees of the Province of British Columbia or Canada, in either case to the extent that the Buyer considers disclosure is necessary or desirable for any purpose, provided each of them is advised of the confidential nature of the information;
(D) in any regulatory proceeding to the extent the Buyer considers disclosure is necessary or desirable to support its position in such proceeding, or in connection with any other Partyregulatory filing or reporting that may be required, provided that the Buyer files any such Seller Confidential Information on a confidential basis in accordance with the applicable regulator’s expensepolicies and procedures for confidential filings; or
(E) to reliability organizations, by confidentiality agreementreliability coordinators, protective order balancing authorities, transmission operators or other reasonable measuresothers, such as imbalance markets, to the extent that the Buyer considers disclosure is necessary or desirable for operating reliability or compliance purposes, provided each of them is advised of the confidential nature of the information. For greater certainty, the restrictions and limitations on disclosure set out in section 14.7(c)(i) do not apply to disclosures under this section 14.7(c)(ii).
Appears in 1 contract
Samples: Electricity Purchase Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andNotwithstanding the Confidentiality Agreement or section 14.7(b) above:
(ai) A Party the Seller may disclose Buyer Confidential Information, and the other Party’s Buyer may disclose Seller Confidential Information with Information, in the consent of the other Party, such consent not to be unreasonably withheldfollowing circumstances:
(A) disclosures expressly authorized under this EPA or otherwise set out in this EPA;
(bB) A disclosures to enable a Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA EPA;
(C) disclosure in any arbitration or legal proceedings for the enforcement of this EPA;
(D) disclosure to the Party’s directors, officers, employees, Xxxxxxxx Xxxxxxx, consultants and advisors, provided each of them is advised of the confidential nature of the information and agrees to respect such confidentiality;
(E) subject to section 14.7(c)(ii)(D), disclosure required to be made by a Party by an order of a court, a regulatory agency or a tribunal or under any law, regulatory requirements or any requirement of any stock exchange that is binding upon a Party, provided that the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing Party intending to make the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject disclosure:
(I) to the limited exceptions described in Articles 22.1.4 and 22.1.5 belowextent reasonably practicable, the disclosing Party must promptly notify gives reasonable notice to the other Party before making the disclosure; and
(II) limits the disclosure to that required by the applicable order Laws or regulatory or stock exchange requirement; and provided further that in writing the case of its intent to disclose the disclosure of any Buyer Confidential Information that is required or proposed to be made by the Seller:
(III) the Seller makes all reasonable efforts to resist and use Reasonable Efforts limit such exposure including applying to cooperate the court, tribunal or other regulatory entity to do so; and
(IV) the Seller will indemnify and hold harmless the Buyer from all reasonable costs and expenses (including full legal costs and expenses) incurred by or on behalf of the Buyer in connection with resisting, limiting, reviewing and responding to such disclosure (which may include taking measures to oppose or restrict the disclosure);
(F) disclosure to a third Person if such information was known by that third Person before disclosure by the Buyer or Seller, as the case may be, provided the third Person did not know of the information as a result of a breach of the non-disclosure obligations in this EPA or the Confidentiality Agreement; or
(G) disclosure with the other Party consent of the Buyer, in seeking to protect the other Party’s case of Buyer Confidential Information, or the Seller, in the case of Seller Confidential Information; and
(ii) notwithstanding section 14.7(c)(i), the Buyer may disclose Seller Confidential Information from public disclosurein the following circumstances:
(A) disclosure to the Buyer’s Affiliates or to any third Person or Governmental Authority (whether directly or by the Buyer’s Affiliates), at and their respective employees, consultants and advisors, for the purpose of using, reselling or marketing any Energy or Environmental Attributes, including disclosure of Seller Confidential Information by such Affiliate or third Person to those who have purchased or may purchase the Energy or Environmental Attributes;
(B) for purposes other than those described in section 14.7(c)(ii)(A), to the Buyer’s Affiliates and to any directors, officers, employees, consultants and advisors of any Affiliates, provided such persons either have a legal duty to maintain confidentiality or have provided written assurances of confidentiality to such Affiliate;
(C) to any ministers, deputy ministers, servants or employees of the Province of British Columbia or Canada, in either case to the extent that the Buyer considers disclosure is necessary or desirable for any purpose, provided each of them is advised of the confidential nature of the information;
(D) in any regulatory proceeding to the extent the Buyer considers disclosure is necessary or desirable to support its position in such proceeding, or in connection with any other Partyregulatory filing or reporting that may be required, provided that the Buyer files any such Seller Confidential Information on a confidential basis in accordance with the applicable regulator’s expensepolicies and procedures for confidential filings; or
(E) to reliability organizations, by confidentiality agreementreliability coordinators, protective order balancing authorities, transmission operators or other reasonable measuresothers, such as imbalance markets, to the extent that the Buyer considers disclosure is necessary or desirable for operating reliability or compliance purposes, provided each of them is advised of the confidential nature of the information. For greater certainty, the restrictions and limitations on disclosure set out in section 14.7(c)(i) do not apply to disclosures under this section 14.7(c)(ii).
Appears in 1 contract
Samples: Electricity Purchase Agreement
Disclosure of Confidential Information. Neither Each of Marathon, USX --------------------------------------- and Ashland (each, a "Disclosing Party") hereby agrees that during the Term of ---------------- the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information relating to the Company and its subsidiaries ("Confidential Information") except pursuant to a confidentiality ------------------------ agreement in form and substance reasonably satisfactory to the other parties hereto which expressly provides that the other parties hereto shall be a beneficiary thereof (a "Confidentiality Agreement"). The foregoing restriction ------------------------- on disclosure of Confidential Information shall not apply to (i) information which is or becomes part of the public domain through no fault or breach of the Disclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iii) information received by the Disclosing Party from a third party; provided that the Disclosing Party, after reasonable -------- inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party -------- shall give the Company timely notice of the service of the subpoena or other process so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (vi) information which is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, a Disclosing Party shall be permitted to disclose Confidential Information to its directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its "Representatives") if the --------------- Disclosing Party informs its Representatives of the confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A . Each Disclosing Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to shall be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by responsible for any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions breach of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including 14.02 by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCits Representatives.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Samples: Put/Call, Registration Rights and Standstill Agreement (Usx Corp)
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any delivered by the other person, except as provided below and in Articles 22.1.4 andexcept:
(a) A Party the City or Design-Builder may disclose or grant access to such information to its professional advisers and consultants, to the extent necessary, to enable it to perform, or to cause to be performed, or to enforce its rights or obligations under this Agreement, and provided further that Design-Builder may, subject to obtaining confidentiality restrictions similar to those set out in this Agreement provide to a Subcontractor and its advisors, or provide or cause to be provided to other Party’s third parties, Confidential Information with the consent of the other Partywhich is necessary to enable Design-Builder to perform, such consent not or to cause to be unreasonably withheldperformed, its obligations under this Agreement;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement as required by Transmission Provider and any Confidentiality Agreement required by WECC.FOIP or Applicable Law;
(c) A as contemplated in Schedule 18 [Freedom of Information and Protection of Privacy];
(d) subject to the City requesting confidentiality, to a Contribution Agreement Party in connection with any obligations of the City pursuant to a Contribution Agreement, and in the event of such disclosure, Design-Builder acknowledges that the Contribution Agreement Parties may disclose be subject to FOIP, Access to Information Act (Canada) or other Applicable Law in respect of the use, protection and/or disclosure of such information;
(e) by the City, to the extent such disclosure is required pursuant to City policy concerning the City’s Confidential Information Information, the details of which have been provided to Design- Builder in writing prior to the disclosure;
(f) by the City, in respect of authorizing other Persons to access and use Project Intellectual Property and related Intellectual Property Rights in accordance with this Agreement;
(g) by the City, to the extent such disclosure is required in connection with the operation, maintenance, rehabilitation or improvement of the Project or by the LRV Supplier in connection with the delivery or commissioning of LRVs; or
(h) where the disclosure is consented to in writing by the other Party. Without prejudice to any other rights and remedies that the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by may have, each of the disclosing Party to Parties agrees that damages may not be required to be disclosed in connection with an adequate remedy for a dispute between or among the Parties, or the defense breach of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure Section 16.4 [Disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph Information] and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify that the other Party will, in writing such case, be entitled to the remedies of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosureinjunction, at that other Party’s expense, by confidentiality agreement, protective order specific performance or other reasonable measures.equitable relief for any threatened or actual breach of Section
Appears in 1 contract
Samples: Design Build Agreement
Disclosure of Confidential Information. Neither This
Section 7.1 shall not prohibit a Party shall disclose receiving Confidential Information to any other person(“Receiving Party”) from a disclosing Party (“Disclosing Party”) or its employees, except as provided below officers, directors, representatives, agents, third-party service providers and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Partyadvisors, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to including its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employeesaccountants, consultants, independent auditors or to parties who may be or considering providing financing to or equity participation with Interconnection Customerattorneys (collectively, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before its “Representatives”) from disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure isInformation: (i) as required by lawApplicable Law to Governmental Authorities having jurisdiction over the Receiving Party; (ii) to those of its respective Affiliates, and its and their respective Representatives who reasonably deemed require such Confidential Information in connection with the Receiving Party’s exercise of its rights or performance of its obligations under this Agreement, including for a request for proposal as described in Section 9.6, and each of which is bound by the disclosing Party to be an obligation of confidentiality consistent with this Section 7.1; (iii) as required to be disclosed in response to interrogatories, subpoenas, civil investigative demands, compulsory process or otherwise required by Applicable Law in connection with any judicial or arbitral process or public securities filing requirements (on condition that (A) the Receiving Party, subject to such Applicable Law, uses commercially reasonable efforts to avoid such disclosure and to notify the Disclosing Party of any such use or requirement prior to disclosure of any Confidential Information in order to afford the Parties an opportunity to seek a dispute between protective order to prevent or among the Parties, or the defense limit disclosure of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO third-parties; and (B) such information is disclosed only to the extent required by such Applicable Law); (iv) to make all disclosures and filings associated with the securitization, participation or ISO similar financing arrangements of the Accounts Receivables and customarily required under securitization, participation or to a sub-regional, regional or national reliability organization or planning groupsimilar financing agreements; provided, however, that unless Transmission Provider determines that immediate disclosure (v) in connection with the enforcement of Confidential Information is necessary to prevent any right or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject Agreement; or (vi) such disclosure as is consented to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose by the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Disclosing Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Samples: Private Label Credit Card Program Agreement (New York & Company, Inc.)
Disclosure of Confidential Information. Neither Party 24.1.1 The Parties shall disclose Confidential Information to any other person, except as treat this Agreement and all information which is confidential of proprietary in nature and which is provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards under or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Agreement (Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCInformation) as confidential.
(c) A 24.1.2 Each Party may disclose only use the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by for the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense purposes of litigation or dispute; or(iii) necessary to fulfill carrying out its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Agreement.
24.1.3 Neither Party shall disclose Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, the other Party without the prior to any disclosure written consent of the other Party's , save that consent shall not be required for disclosure:
(a) to directors, employees or Affiliates (including their respective directors and employees) of a Party, provided that they in turn are required by that Party to treat the Confidential Information under as confidential on terms substantially the same as those set out in this subparagraph and subject Clause 24;
(b) to persons professionally engaged by a Party, provided that they in turn are required by that Party to treat the Confidential Information as confidential on terms substantially the same as those set out in this Clause 24;
(c) to the limited exceptions described extent required or requested by any Competent Authority;
(d) to any bank, other financial institution or rating agency (including their advisers) to the extent required in Articles 22.1.4 relation to the financing of a Party’s business activities, provided that the bank, or other financial institution or rating agency (and 22.1.5 belowtheir advisors), as the disclosing case may be, is required by that Party must promptly notify to treat the Confidential Information as confidential in favour of the other Party on terms substantially the same as those set out in writing this Clause 24;
(e) to the extent required by any Applicable Laws or the rules and regulations of its intent any recognised stock exchange, or to disclose any Expert to the extent necessary for the resolution of any dispute arising under this Agreement;
(f) by the Generator to a person intending to acquire an interest of the Facility, provided that the intending assignee or acquirer in turn is required to treat the Confidential Information and use Reasonable Efforts as confidential in favour of the other Offtaker on terms substantially the same as those set out in this Clause 24;
(g) to cooperate with a person intending to acquire an interest in a Party or that Party’s Affiliate provided that the intending assignee or acquirer in turn is required by that Party to treat the Confidential Information as confidential in favour of the other Party on terms substantially the same as those set out in seeking this Clause 24; or
(h) to protect the other Party’s extent required by the Transmission System Operator, any Transmission Licensee; a Distribution System Operator, the Data Collector, the Data Aggregator, the Meter Operator, the Metered Volume Reallocation Notification Agent, the BSC Company (as such term is defined in the BSC), a BSC Agent or the Settlement Administration Agent for the purposes of the performance of this Agreement; or
(i) to the extent that the Confidential Information from is in or lawfully comes into the public disclosure, at that domain other Party’s expense, than by confidentiality agreement, protective order or other reasonable measuresbreach of this Clause 24.
Appears in 1 contract
Samples: Backstop Power Purchase Agreement
Disclosure of Confidential Information. Neither Party shall The Recipient may only disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andInformation:
(a) A Party may disclose to those Officers of the Recipient who:
(i) the Discloser has permitted in writing to assist the Recipient in carrying out its obligations under this agreement and not for any other Party’s purpose;
(ii) need to know such Confidential Information to assist the Recipient in carrying out its obligations under this agreement and not for any other purpose; and
(iii) have signed agreements with the consent Discloser obligating them to maintain the Confidential Information on terms and conditions no less onerous than those provided for in this agreement. The Recipient must inform its Officers of the confidential nature of the Confidential Information and must take all necessary steps to ensure that the terms of this agreement are not violated by such persons. The Recipient is liable for any breach of this agreement by its Officers or any other Party, such consent not person to be unreasonably withheld;whom it discloses any of the Confidential Information; and
(b) A Party may disclose to those Officers of the Client(s) who:
(i) the Discloser has permitted in writing to assist the Recipient in carrying out its obligations under this agreement and not for any other Party’s purpose;
(ii) need to know such Confidential Information to assist the Recipient in carrying out its Affiliates obligations under this agreement and not for any other purpose; and
(limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or iii) have signed agreements with the Discloser obligating them to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing maintain the Confidential Information on terms and conditions no less onerous than those provided for in this agreement. The Recipient must inform the Client(s)’s Officers of the confidential nature of the Confidential Information and must take all necessary steps to ensure that the terms of this agreement are not violated by such persons. The Client is jointly and severally liable for any breach of this agreement by the Client(s)’s Officers or any other Party, the disclosing Party first advises the person to whom it intends to disclose discloses any of the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.Information; and
(c) A Party may disclose to the Confidential Information extent necessary to comply with the requirements of any applicable law or regulatory request, provided that where consistent with the requirement the Recipient first gives the Discloser reasonable prior notice of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by requirement to disclose. Where prior notice is not permitted, the disclosing Party to be required to be disclosed in connection Recipient must where it is consistent with a dispute between or among the Partiesrelevant requirement, or inform the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure Discloser of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresdisclosure as soon as possible after it has occurred.
Appears in 1 contract
Samples: Licence and Services Agreement
Disclosure of Confidential Information. Neither Party shall Except as otherwise expressly provided in a Transaction Document, a Recipient may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andof a Disclosing Party:
(a) A to any person, where the Disclosing Party may disclose the other Party’s Confidential Information with the consent of the other Party, has consented in writing to such disclosure (such consent not to be unreasonably withheldwithheld or delayed, and may be given subject to reasonable conditions, such as the signing of an appropriate confidentiality undertaking);
(b) A to the extent necessary to progress negotiations with any other person relevant to matters contemplated in a Transaction Document who executes a confidentiality undertaking in favour of the Disclosing Party may disclose on terms reasonably acceptable to it;
(c) to the other Party’s extent necessary to effect the administration or enforcement of a Transaction Document, or further negotiations pursuant to this Agreement, by employees, professional advisers (including legal advisers) and consultants of the Recipient provided that the Recipient takes all reasonable steps to ensure that the person to whom disclosure is made keeps confidential all Confidential Information disclosed;
(d) to its Affiliates any Related Body Corporate of the Recipient to the extent necessary for reporting purposes within a relevant group of companies, governance and oversight of the relevant group of companies and obtaining any approval or consent (limited by any Applicable Reliability Standards whether or Standards of Conduct requirements), subcontractors, employees, consultants, or not directly from that Related Body Corporate) in relation to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or the Recipient entering into a Transaction Document;
(e) to potential purchasers purchasers, assignees or assignees transferees of Interconnection Customer, the shares in the Recipient or a Related Body Corporate of it or of the rights or obligations of the Recipient under a Transaction Document who execute a confidentiality undertaking in favour of the Disclosing Party on terms reasonably acceptable to representatives of it;
(f) to a bank or other Affected Systems, on a need- to-know basis financial institution (and its professional advisers and any security trustee or agent for it) in connection with and for the purpose of any loan or other financial accommodation sought to be arranged by, or provided to, the Recipient or a Related Body Corporate of it provided that the Recipient takes all reasonable steps to ensure that the person to whom disclosure is made keeps confidential all Confidential Information disclosed;
(g) to legal, accounting and financial or other advisers or consultants to the Recipient or a Related Body Corporate of it:
(i) whose duties in relation to the Recipient or the Related Body Corporate require the disclosure;
(ii) who are under a duty of confidentiality to the Recipient; and
(iii) who have been advised of the confidential nature of the Confidential Information;
(h) to any officers or employees of the Recipient or a Related Body Corporate of the Recipient who:
(i) have a need to know for the purposes of this GIA Agreement or another Transaction Document (and Transmission Provider’s GIPonly to the extent that each has a need to know); providedand
(ii) before disclosure, however, that before disclosing have been directed by the Recipient to keep confidential all Confidential Information of the other Disclosing Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.;
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) if, and to the extent, the Recipient is required to do so by law (other than by section 275 of the Personal Property Securities Xxx 0000 (Cth)) or by any rules or regulations of a recognised stock exchange (including where the disclosure is to a Related Body Corporate of the Recipient that is responsible for making such disclosures for the relevant group of companies and for the purpose of such a Related Body Corporate determining whether, and the extent to which, such a disclosure is required to be made);
(j) to any Governmental Agency to the extent required by lawlaw or where such disclosure is determined by the Trustee to be reasonably required for the administration of the Trust;
(k) if disclosure is lawfully required by the Access Regulator, or in accordance with the Access Undertaking;
(l) to an Auditor under a Transaction Document or an Expert or an expert appointed under the Extension Infrastructure Head-Lease, Integrated Network Deed or Construction Agreement; and
(m) to another Party to the extent:
(i) expressly provided in a Transaction Document; or
(ii) reasonably deemed by required for the disclosing Party to be required to be disclosed in connection with purposes of a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresTransaction Document.
Appears in 1 contract
Samples: User Funding Agreement
Disclosure of Confidential Information. Neither Party The Chairperson may, or at the request of the Chief Executive Officer shall, in each case, in consultation with the Company’s outside counsel and outside counsel for any potential Conflicted Investor, determine for such potential Conflicted Investor, whether any information of the Company or any of its subsidiaries should be deemed to be Confidential Information and whether any such Investor should be treated as a Conflicted Investor with respect thereto (other than the case in which the Chairperson is an Affiliate of such potential Conflicted Investor, in which case the disinterested members of the Board shall make such determination); provided, that, notwithstanding the determination of the Chairperson, an Investor will not be treated as a Conflicted Investor with respect to any information if a majority of the disinterested members of the Board agree that such Investor is not a Conflicted Investor with respect to such information. In the event of uncertainty as to whether any particular information should be classified as Confidential Information, the Chairperson and Chief Executive Officer should, acting reasonably, consult with the Company’s outside counsel and outside counsel for any potential Conflicted Investor to assure the Company complies with the Company’s policies and applicable competition and antitrust Laws. The Chairperson and Chief Executive Officer also should, acting reasonably, discuss with the Company’s outside counsel any practical methods to limit the amount of Confidential Information (e.g., by consolidating information on any single competitive market with a broad group of markets that are not competitive vis-à-vis such Conflicted Investor), with the objective of providing as much meaningful information to Conflicted Investors as is practical under the circumstances and does not present a risk of violating or the appearance of violating applicable competition or antitrust Laws. The Company, its subsidiaries, and their respective directors, officers, employees, equity holders, agents and representatives shall not disclose Confidential Information with respect to which any other personInvestor has been found to be a Conflicted Investor to such Conflicted Investor or any Affiliate thereof (including any Board Designee or Board Observer designated by such Investor). Each Conflicted Investor shall cause any Board Designee or Board Observer designated by such Investor to recuse himself, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent herself or themself from any portion of a meeting of the other Party, such consent not Board regarding the applicable Confidential Information. The Investors will use good faith efforts to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information conduct meetings of the other Party, Board (and its committees) in a manner that limits the disclosing Party first advises the person to whom it intends to disclose the Confidential Information amount of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with time such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be Board Designees or Board Observer are required to be disclosed in connection with recused from the meetings. For the avoidance of doubt, Televisa shall not be deemed to be a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or Conflicted Investor for ***-related matters (other than disputes under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to *** and negotiations regarding any disclosure commercial terms of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures***).
Appears in 1 contract
Disclosure of Confidential Information. Neither Party shall Recipient may, in addition, use or disclose Confidential Information if and to the extent: (1) required by any other personrequest or order of any government authority; (2) otherwise required by law; or (3) necessary to establish its rights under this Agreement; provided that, except as provided below in each case, Recipient will first notify Owner of such requirement, permit Owner to contest such requirement if reasonably appropriate, and cooperate with Owner in Articles 22.1.4 and
(a) A Party may disclose limiting the other Party’s Confidential Information with the consent scope of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose proposed use or disclosure and/or obtaining appropriate further means for protecting the other Party’s confidentiality of the Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who Information. The Recipient may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends compelled to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees in order to comply with such provisionsits legal obligations. For example, including by executing any Nona public company may need to disclose the existence of material plans or projects to some degree in order to comply with its public reporting obligations under applicable securities laws. Court-Disclosure Agreement required by Transmission Provider ordered discovery is another example of an instance in which the Recipient can be compelled to disclose Confidential Information. Ordinarily, the Owner should be willing to permit disclosure in these cases (and, in fact, it is probably implied if not made explicit), but the Owner should condition disclosure on the Recipient's prior notification of the Owner of the impending disclosure and any the Recipient's cooperation with the Owner for purposes of limiting the scope of disclosure or obtaining an adequate protective order. Sometimes, the Confidentiality Agreement required by WECC.
(c) A Party may disclose will also permit the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent Recipient to disclose the Confidential Information in order to "establish its rights" under the Confidentiality Agreement or another agreement between the parties. There are instances in which the Recipient chooses to xxx the Owner for reasons related to the Confidentiality Agreement (for example, if a computer program provided by the Owner is defective), and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from may be relevant to that action. It is not unusual for the Recipient to include these exceptions for compelled disclosure in the definition of Confidential Information. That approach is inappropriate, however, because the exceptions apply to the prohibition on disclosure: the exceptions should not imply the Confidential Information is public or unrestricted generally. Owner should make it very clear that before ANY compelled disclosure, at that other Party’s expenseOwner must be contacted. Some disclosures can be deadly to keeping Confidential Information confidential. For example, by confidentiality agreementdisclosures to government entities can result in a mandatory license to the government and when dealing with universities, protective order or other reasonable measuresFOIA laws may cause public disclosure of the information.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure of Confidential Information. Neither Party Employee acknowledges that certain information, whether written or oral, concerning the Employer and/or the Business, including, but not limited to, general business operations or any other ideas and or items relating to the business of the Employer (referred to herein as "Confidential Information"), whether prepared or generated by Employee or the Employer pursuant to this Agreement, or otherwise coming into the possession or knowledge of Employee, shall remain the exclusive, confidential property of the Employer except to the extent expressly authorized in writing by the Employer for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Employer. During the term of this Agreement and the Restricted Period (as defined in Section 5.8 hereof) Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Employer, and shall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not use any of such Confidential Information in any manner whatsoever during the Restricted Period, without the Employer's express prior written consent. In consideration of the obligations undertaken by the Employer herein, Employee will not, at any time during or after his employment hereunder, reveal divulge or make known to any person, any Confidential Information acquired by Employee during the course of his employment. Without in any manner limiting the generality of the foregoing obligation, Employee agrees that Employee shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:
(a) disclose any Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheldperson or entity;
(b) A Party may disclose the other Party’s use any Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.for Employee's own purposes;
(c) A Party may disclose authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or
(d) undertake or attempt to undertake any activity the Confidential Information of the other Party when such disclosure is: (i) required Company is prohibited from undertaking or attempting to undertake by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosurepresent or future clients, at that other Party’s expensecustomers. suppliers, by confidentiality agreementvendors. consultants, protective order agents or other reasonable measurescontractors.
Appears in 1 contract
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A In connection with the performance of their respective obligations under this Agreement, each party intends to disclose certain confidential information and materials which it owns to the other party relating to the Customer Product and the Dyax Products and the Dyax Product candidates, including such information and materials as are developed hereunder ( the "Confidential Information"). During the term of this Agreement and for a period of (5) years thereafter, each party shall maintain all Confidential Information in strict confidence, except that the Receiving Party may disclose or permit the other Party’s Confidential Information with the consent disclosure of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s any Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements)directors, subcontractorsofficers, employees, consultants, advisors, and customers who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes set forth in this Agreement; and use all Confidential Information solely for the purposes set forth in this Agreement.
(b) The obligations of confidentiality and non-use set forth above shall not apply to the extent that the Receiving Party can demonstrate that certain Confidential Information: was in the public domain prior to the time of its disclosure under this Agreement; entered the public domain after the time of its disclosure under this Agreement through means other than an unauthorized disclosure resulting from an act or omission by the Receiving Party; was independently developed or discovered by the Receiving Party prior to parties who may be the time of its disclosure under this Agreement; or considering providing financing is or was disclosed to the Receiving Party at any time, whether prior to or equity participation after the time of its disclosure under this Agreement, by a third party having no fiduciary relationship with Interconnection Customer, the Disclosing Party and having no obligation of confidentiality with respect to such Confidential Information; or is required to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees be disclosed to comply with such provisionsapplicable laws or regulations, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCor with a court or administrative order.
(c) A Party Notwithstanding the foregoing, the parties may disclose each announce the Confidential Information existence of this Agreement and that CUSTOMER is a customer of DYAX provided that the other Party when language of any such disclosure is: (i) required by law; (ii) reasonably deemed announcement shall be agreed to in advance by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresparties.
Appears in 1 contract
Disclosure of Confidential Information. Neither Notwithstanding the provisions of Section 14.14(a), each Party shall may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A the extent that such Confidential Information: was public prior to its delivery to the Party; was obtained from a Third Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not no known duty to maintain its confidentiality; is required to be unreasonably withheld;
disclosed by applicable Law or judicial or administrative or arbitral process or by the rules of any recognized stock exchange on which the shares of a Party (bor its Affiliates) A Party may disclose the other Party’s Confidential Information are traded; is disclosed to its or its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIPrespective Representatives; provided, however, that before disclosing the such Representative has a need to receive such Confidential Information of the other Partyto perform its duties, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information such Representative of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information confidential nature of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by disclosed Confidential Information, and the disclosing Party uses its Reasonable Best Efforts to be cause such Representative to protect and maintain the confidentiality of the disclosed Confidential Information; is provided to professional advisors, agents, auditors, attorneys or Representatives of the Party as is reasonable under the circumstances; provided, however, that the Party receiving such Confidential Information shall require such persons, other than legal counsel, to undertake in writing to keep such Confidential Information confidential and shall use its Reasonable Best Efforts to ensure compliance with such undertaking; is provided to Project Lenders, other potential investors or as otherwise required to be disclosed in connection with the financing or refinancing of such Party's operations contemplated herein, but only to the extent required in connection with such financing or refinancing; provided, however, that (except in the case of a dispute between financing through the issuance of bonds listed on a recognized stock exchange) the Party receiving such Confidential Information shall require such Project Lenders or among potential investors to undertake in writing to keep such Confidential Information confidential unless it is necessary pursuant to the Parties, applicable Laws relating to the sale of securities to disclose such Confidential Information in connection with obtaining such financing or refinancing (including in respect of any display requirement of a recognized securities exchange) and shall use its Reasonable Best Efforts to ensure compliance with such undertaking; is provided to the proposed or potential bona fide purchasers of an interest in a Party or the defense Facility; provided, however, that the party receiving such Confidential Information shall require such persons to undertake in writing to keep such Confidential Information confidential unless pursuant to any Laws it is necessary to disclose such Confidential Information and shall use its Reasonable Best Efforts to ensure compliance with such undertaking; or is provided to the Ministry of litigation or dispute; or(iii) Energy and Mines and/or any Governmental Authority as necessary for any Party to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning groupAgreement; provided, however, that unless Transmission Provider determines that immediate disclosure such Party shall request the Ministry of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph Energy and subject Mines and/or such Governmental Authority pursuant to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent appropriate administrative procedures to disclose the Confidential Information and use Reasonable Efforts undertake to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measureskeep such information confidential.
Appears in 1 contract
Samples: LNG Sites and Piers Agreement
Disclosure of Confidential Information. Neither Party THE COMPANY hereby agrees, on behalf of itself, its officers, its directors, its employees, its representatives, its parent, any subsidiaries or any affiliated entities controlled by THE COMPANY (collectively, the “Affiliates”) as follows: THE COMPANY shall disclose not at any time or in any manner or fashion, either directly or indirectly, without the prior written agreement of RAINSTAR CAPITAL HOLDINGS ; use, derive a benefit from or otherwise claim any proprietary interest in the Confidential Information in any way detrimental to RAINSTAR CAPITAL HOLDINGS or RAINSTAR CAPITAL HOLDINGS's business, or circumvent the financial expectancy of RAINSTAR CAPITAL HOLDINGS from the use of the Confidential Information; divulge, disclose or communicate to any third party or entity whomsoever any of the Confidential Information; or make any statement, public announcement or any release to trade publications or to the press or make any statement to any competitor, customer or any other personthird party, regarding the Confidential Information, or that discussions between the parties are on-going, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees required by a court of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis competent jurisdiction in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees order to comply with such provisionsthe requirements of any law, including by executing any Non-Disclosure Agreement required by Transmission Provider governmental order or regulation. THE COMPANY shall take all reasonable action, which shall be necessary or appropriate, to prevent the unauthorized use and any Confidentiality Agreement required by WECC.
(c) A Party may disclose disclosure of the Confidential Information, and to protect the interests of RAINSTAR CAPITAL HOLDINGS in and to the Confidential Information. THE COMPANY shall require its Affiliates to abide by the terms of this Agreement and retain all Confidential Information in strict confidence. Furthermore, THE COMPANY shall be liable for any breach of the other terms of this Agreement by any of its Affiliates. No Confidential Information shall be disclosed by THE COMPANY to any consultant, professional representative, attorney, accountant, banker or agent of THE COMPANY or otherwise (hereinafter “Related Parties”) without execution of a counterpart of this Agreement by such Related Party when acknowledging agreement by such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Related Party to be required bound by the terms and conditions hereof which shall first be forwarded to be DEBSTAR CAPITAL. By accepting this agreement, THE COMPANY agrees to the following, regarding confidential consumer or personal information disclosed by RAINSTAR CAPITAL HOLDINGS , in connection accordance with a dispute between the Xxxxx-Xxxxx-Xxxxxx Act and the Office of the Comptroller of the Currency regulation (12 CFR Part 40) on Privacy of Consumer Financial Information: THE COMPANY agrees that it is prohibited from disclosing or among using information provided to THE COMPANY pursuant to any agreement or contract with RAINSTAR CAPITAL HOLDINGS other than to carry out the Partiespurposes of such agreement(s) or contract(s) for which RAINSTAR CAPITAL HOLDINGS disclosed the information to THE COMPANY or otherwise in accordance with an exemption under 12 CFR 40.14 or 40.15. The terms of this Subsection, or as well as the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or remedies available as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authorityresult of breaches thereof, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure shall survive any termination of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresAgreement.
Appears in 1 contract
Samples: Confidentiality Agreement
Disclosure of Confidential Information. Neither The Receiving Party shall will keep strictly confidential all Confidential Information and Work Papers and will not, and will cause its Representatives not to, disclose or use such Confidential Information or Work Papers except as permitted by this Agreement. The restrictions set out in Clause 3(a) do not apply to Confidential Information or any part of it that: is or becomes generally available to the public other than as a result of disclosure directly or indirectly by the Receiving Party; is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; is or was independently acquired or developed by the Receiving Party, its affiliates or their respective Representatives without violating its obligations under this Agreement or any other obligation of confidentiality it may have to the Disclosing Party; is required to be disclosed by Law, unless such Law permits the Receiving Party, its affiliates or their respective Representatives to refrain from making such disclosure for confidentiality or other reasons; or the Disclosing Party has expressly permitted in writing that the particular Confidential Information may be disclosed. The Receiving Party may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 and
(a) A Party may disclose the other Party’s Confidential Information with the consent of the other Party, such consent not to be unreasonably withheld;
(b) A Party may disclose the other Party’s Confidential Information its Work Papers to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or Representatives but only to parties who may be or considering providing financing the extent that its Representatives need to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information or Work Papers for purposes of evaluating such Confidential Information or Work Papers and have been informed of the other Party, the disclosing Party first advises the person to whom it intends to disclose confidential nature of the Confidential Information of and Work Papers and agree to be bound by and act in accordance with the confidentiality provisions of this Article 22 Agreement. The Receiving Party acknowledges that it and Section 13.1 its Representatives are bound by all applicable privacy law with respect to any personal information disclosed under this Agreement. The Receiving Party hereby acknowledges that it is aware, and that the Receiving Party will advise its Representatives who are informed as to the matters that are the subject of Transmission Provider’s GIP and this Agreement, that applicable securities laws prohibit any person who has material, non- public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of the Disclosing Party, including an affiliate, or from communicating such information to any other person agrees under circumstances in which it is reasonably foreseeable that such person is likely to comply with purchase or sell such securities. The Receiving Party is responsible for any breach by its Representatives of any of the provisions of this Agreement whether or not they have agreed in writing to be bound by such provisions. The Receiving Party will, including by executing at its sole expense, take all reasonable measures to ensure that its Representatives do not breach any Non-Disclosure Agreement of the provisions of this Agreement. If the Receiving Party is required by Transmission Provider and to make disclosure of any Confidentiality Agreement required by WECC.
(c) A Party may disclose or all of the Confidential Information and/or its Work Papers pursuant to Law it will (unless otherwise prohibited by Law and to the extent possible), after consultation with the Disclosing Party: give the Disclosing Party Immediate Notice of the other requirement and the proposed content of any disclosure; at the costs of the Disclosing Party, co-operate with the Disclosing Party when in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such disclosure is: (i) required by law; (ii) reasonably deemed by legal action, remedy or assurance as the disclosing Disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) deems necessary to fulfill its obligations under this GIA or under preserve the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing confidentiality of the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning groupInformation; provided, however, and disclose only that unless Transmission Provider determines that immediate disclosure portion of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with its Work Papers that it is, in the other Party in seeking to protect written opinion of the other Receiving Party’s Confidential Information from public disclosurecounsel, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measureslegally compelled to disclose.
Appears in 1 contract
Samples: Non Disclosure Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information to any delivered by the other person, except as provided below and in Articles 22.1.4 andexcept:
(a) A Party the City or Project Co may disclose or grant access to such information to its professional advisers and consultants, to the extent necessary, to enable it to perform, or to cause to be performed, or to enforce its rights or obligations under this Agreement, and provided further that Project Co may, subject to obtaining confidentiality restrictions similar to those set out in this Agreement:
(i) provide to the Senior Lenders and other Party’s potential lenders, equity providers, underwriters, arrangers, investment dealers, hedging parties and their respective advisors or agents such documents and other information as are reasonably required by them in connection with raising financing for the Project or complying with the terms of the Senior Financing Agreements or related agreements; and
(ii) provide to a Project Contractor and its advisors, or provide or cause to be provided to other third parties, Confidential Information with the consent of the other Partywhich is necessary to enable Project Co to perform, such consent not or to cause to be unreasonably withheldperformed, its obligations under this Agreement;
(b) A Party may disclose the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement as required by Transmission Provider and any Confidentiality Agreement required by WECC.FOIP or Applicable Law;
(c) A as contemplated in Schedule 18 [Freedom of Information and Protection of Privacy];
(d) subject to the City requesting confidentiality, to a Contribution Agreement Party in connection with any obligations of the City pursuant to a Contribution Agreement, and in the event of such disclosure, Project Co acknowledges that the Contribution Agreement Parties may disclose be subject to FOIP, Access to Information Act (Canada) or other Applicable Law in respect of the use, protection and/or disclosure of such information;
(e) by the City, to the extent such disclosure is required pursuant to City policy concerning the City’s Confidential Information Information, the details of which have been provided to Project Co in writing prior to the disclosure;
(f) by the City, in respect of authorizing other Persons to access and use Project Intellectual Property and related Intellectual Property Rights in accordance with this Agreement;
(g) by the City, to the extent such disclosure is required by the Operator in connection with the operation, maintenance, rehabilitation or improvement of the Project or by the LRV Supplier in connection with the delivery or commissioning of Stage 2 LRVs; or
(h) where the disclosure is consented to in writing by the other Party. Without prejudice to any other rights and remedies that the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by may have, each of the disclosing Party to Parties agrees that damages may not be required to be disclosed in connection with an adequate remedy for a dispute between or among the Parties, or the defense breach of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure Section 17.4 [Disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph Information] and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify that the other Party will, in writing such case, be entitled to the remedies of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosureinjunction, at that other Party’s expense, by confidentiality agreement, protective order specific performance or other reasonable measuresequitable relief for any threatened or actual breach of Section 17.4 [Disclosure of Confidential Information].
Appears in 1 contract
Samples: Project Agreement
Disclosure of Confidential Information. Neither 10.1 All information in whatever form or mode of communication, which is disclosed by a Party shall (the “Disclosing Party”) to any other Party (the “Recipient”) in connection with the Action during its implementation and which has been explicitly marked as “confidential” or "secret" at the time of disclosure, or when disclosed orally has been identified as confidential at the time of disclosure is “Confidential Information”.
10.2 The Recipient hereby undertakes, for a period of 5 years after the end of the Action:
a) not to use Confidential Information otherwise than for the purpose for which it was disclosed;
b) not to disclose Confidential Information without the prior written consent by the Disclosing Party, wherein the Recipient must ensure that an arrangement is in place prior to any other person, except such disclosure that subjects the approved receiving party to provisions at least as strict as provided below in this Section 10;
c) to apply for the security of Confidential Information at least the same degree of care as it applies for the security of its own Confidential Information (but in any case shall apply not less than reasonable care); and
d) to ensure that internal distribution of Confidential Information by a Recipient, its Affiliated Entities and Subcontractors shall take place on a need-to-know basis;
10.3 The above shall not apply for disclosure or use of Confidential Information, if and in Articles 22.1.4 andso far as the Recipient can show that:
(a) A Party may disclose the other Party’s Confidential Information with the consent has become publicly available by means other than a breach of the other Party, such consent not to be unreasonably withheldRecipient’s confidentiality obligations hereunder;
(b) A the Disclosing Party may disclose has informed the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis Recipient in connection with this GIA and Transmission Provider’s GIP; provided, however, writing that before disclosing the Confidential Information is no longer confidential;
(c) the Confidential Information has been communicated to the Recipient without any obligation of confidentiality by a third party who is to the best knowledge of the other Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party, ;
(d) the disclosing Confidential Information was developed by the Recipient completely independently of any such disclosure by the Disclosing Party; or
(e) the Confidential Information was already known to the Recipient prior to disclosure without any obligation of confidence to the Disclosing Party first advises or
(f) the person to whom it intends Recipient is required to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees in order to comply with such provisionsapplicable laws or regulations or with a court or administrative order, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCsubject to the provisions of Section 10.5 hereunder.
(c) A 10.4 Each Recipient shall promptly advise the Disclosing Party may disclose the Confidential Information in writing of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between any unauthorized disclosure, misappropriation or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure misuse of Confidential Information after it becomes aware thereof.
10.5 If any Recipient becomes aware that it will be required, or is necessary likely to prevent be required, to disclose Confidential Information in order to comply with applicable laws or remedy an operational emergencyregulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly (i) notify the other Party in writing of its intent to disclose the Confidential Information Disclosing Party, and use Reasonable Efforts to cooperate (ii) comply with the other Party in seeking Disclosing Party’s reasonable instructions to protect the other Party’s confidentiality of the Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresInformation.
Appears in 1 contract
Samples: Project Consortium Agreement
Disclosure of Confidential Information. Neither Party Public Announcements/ Communication with Governmental Authorities/ Communication with Employees.
(a) The parties hereto acknowledge and agree that the existence of this Agreement, the terms of this Agreement and any other information disclosed in the due diligence materials delivered to or produced by Buyer or any other documents, materials, data or other information with respect to the Property which is not generally known to the public (the “Confidential Information”) shall in all respects remain confidential and shall not be disclosed by the Buyer except as provided herein. Buyer may disclose Confidential Information to officers, directors, employees, attorneys, accountants, consultants, lenders, financial advisors, partners and investors (collectively, “Representatives”), who in the reasonable business judgment of such party, need to know the Confidential Information for the purpose of consummating the transactions contemplated by this Agreement. Buyer will inform its Representatives of its confidentiality obligations under this Agreement, and such Representatives shall agree to be bound by the terms and conditions of this Agreement, before Buyer may disclose any Confidential Information to its Representatives. The disclosure of any Confidential Information by any Representative in breach of this Agreement will constitute a breach of this Agreement by Buyer, for which Buyer will be liable. If Buyer or any of its Representatives is required by any subpoena, interrogatories, request for production, or other personlegal process or by any applicable law or regulation to disclose any Confidential Information, Buyer will give (to the extent not prohibited by law) Sellers prompt written notice of the requirement and will cooperate with the Sellers so that Sellers, at their expense, may seek an appropriate protective order. In the absence of a protective order, Buyer and its Representatives may disclose only such Confidential Information as may in Buyer’s reasonable opinion, be necessary to avoid any penalty, sanction, or other material adverse consequence, and Buyer will use commercially reasonable efforts to secure confidential treatment of any Confidential Information so disclosed.
(b) Notwithstanding the foregoing, any party hereto shall have the right to make a public announcement regarding the transaction described in this Agreement, provided, however, that, prior to and as a condition precedent to such public announcement, all other parties hereto shall approve the timing, form and substance of any such public announcement, except if a party hereto is required to make a public announcement under any securities law, the party making such public announcement may do so only after having provided the other party with a copy of such public announcement and only as provided below long as such public announcement is made in strict accordance with the applicable law requiring such public announcement be made. Any public announcements made on the Effective Date (or the next business day) shall have been agreed to by the parties as to its form and content prior to the parties executing this Agreement.
(c) Without limiting the generality of the provisions in Articles 22.1.4 and
subsection (a) A Party may disclose above, until Closing, Buyer shall not, through its officers, employees, managers, contractors, consultants, agents, representatives or any other Person (including, without limitation, Buyer’s third party consultants), directly or indirectly, communicate with any governmental authority or any official, employee or representative thereof, involving any matter with respect to the Property without the Sellers’ prior written consent, which consent shall not be unreasonably withheld unless such communication is arranged by the Sellers. Notwithstanding the foregoing, (i) Buyer and its representatives and consultants shall have the right to review building department, health department and other Party’s Confidential Information local governmental authority records with respect to the Property and the operation of the Hotels and request written or verbal confirmation of zoning and any other compliance by the Land or Hotels with any applicable laws, without any requirement to obtain the consent of the other PartySellers, such consent not and (ii) Buyer shall have the right to be unreasonably withheld;
(b) A Party may disclose communicate with the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis applicable governmental authority in connection with this GIA the issuance of any liquor licenses required for the sale of liquor at the Hotels, and Transmission Provider’s GIPany and all other permits or licenses required to be transferred or applied for in connection with the sale of the Hotels, all without the prior consent of the Sellers; provided, however, that before disclosing (x) Buyer shall provide Sellers with regular updates regarding the Confidential Information progress of any and all such communications; and (y) no inspections of the other Party, Hotels by the disclosing Party first advises the person to whom it intends to disclose the Confidential Information applicable governmental authorities shall occur unless a representative of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with Sellers is present during such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECCinspections.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Hotels & Resorts, Inc.)
Disclosure of Confidential Information. Neither 16.3.1 Notwithstanding Section 16.2, the Receiving Party shall may disclose Confidential Information to any other person, except as provided below and in Articles 22.1.4 andof the Disclosing Party:
(a) A Party may disclose the other Party’s Confidential Information with the prior written consent of the other Disclosing Party, such consent not to be unreasonably withheld;
(b) A Party may disclose to its Representatives who have a need to know such Confidential Information, provided that such Representatives have been informed of the other Receiving Party’s confidentiality obligations set out in this Article 16 and are bound by confidentiality obligations substantially similar in nature and effect, and at least as stringent as, the Receiving Party’s confidentiality obligations hereunder;
(c) as may be required pursuant to Applicable Law, provided that:
(i) where permitted by Applicable Law, prior to any such disclosure, the Disclosing Party shall be promptly notified by the Receiving Party of the proposed disclosure and the Receiving Party shall, at the Disclosing Party’s request, take reasonable steps to allow the Disclosing Party, at the Disclosing Party’s sole cost, to contest the requirement for disclosure and/or limit the disclosure of Confidential Information to its Affiliates (limited only such portions as are required by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, Law or to parties who may be obtain an order or considering providing financing ruling to or equity participation preserve the confidentiality of such Confidential Information; and
(ii) the Receiving Party shall (A) only disclose that portion of the Confidential Information that it is required to disclose, and (B) use commercially reasonable efforts to ensure that such Confidential Information is afforded confidential treatment;
(d) in accordance with Interconnection CustomerSection 16.4;
(e) except and to the extent that legal privilege applies to such Confidential Information, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis as necessary in connection with any Dispute between the Parties so long as such disclosure is made on a confidential basis in accordance with Article 18; and
(f) to a Governmental Authority, in connection with obtaining and/or maintaining any Regulatory Approval.
16.3.2 The Receiving Party shall be responsible for any breach of this GIA and Transmission Provider’s GIP; providedArticle 16 by any of its Representatives. The Receiving Party shall take reasonable measures, howeverincluding court proceedings, that before disclosing the at its sole expense, to restrain its Representatives from making unauthorized disclosure or use of Confidential Information of the other Disclosing Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between or among the Parties, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.
Appears in 1 contract
Samples: Hosting Agreement
Disclosure of Confidential Information. Neither Party shall disclose Confidential Information Prior to Closing, the Parties acknowledge and agree that the existence of this Agreement, the terms of this Agreement and any other personinformation disclosed in Seller’s Due Diligence Materials, except as provided below Purchaser’s Due Diligence Reports or any other documents, materials, data or other information with respect to the Assets which is not generally known to the public shall be confidential; provided, that each Party may disclose information about the transaction and information it receives during its investigation of the Property (i) to the extent already within the public domain, (ii) to the extent it is a Required Disclosure, and (iii) consistent with Purchaser’s standard business practice in Articles 22.1.4 and
connection with public filings. Notwithstanding the foregoing, (a) A Party Purchaser may disclose reveal and deliver Seller’s Due Diligence Materials, Purchaser’s Due Diligence Reports, and all other documents, information, and materials concerning the Property and transaction contemplated by this Agreement to its agents, representatives, lenders, potential lenders, investors, principals, Affiliates, potential managers and such other Party’s Confidential Information with Persons whose assistance is necessary or desirable to consummate the consent of the other Partytransactions described in this Agreement, such consent not to be unreasonably withheld;
and (b) A Party may disclose Purchaser shall not be obligated to keep confidential any information or materials Purchaser obtains from sources other than Seller or its representatives or that Purchaser develops on its own without the other Partyuse of Seller’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards confidential information. Nothing herein shall restrict or Standards of Conduct requirements)limit Seller or Purchaser from communicating with tenants, subcontractorslenders, employeescontract parties, consultantsowners associations, or to parties who may be government officials or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis bodies in connection with this GIA and Transmission Provider’s GIP; providedobtaining estoppels or other required consents or approvals, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement required by Transmission Provider and any Confidentiality Agreement required by WECC.
(c) A Party may disclose the Confidential Information of the other Party when such disclosure is: (i) required by law; (ii) reasonably deemed by the disclosing Party to be required to be disclosed in connection with a dispute between Purchaser’s due diligence pursuant to this Agreement or among as may be reasonably necessary to consummate the Partiestransactions contemplated under this Agreement, or the defense of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information Purchaser from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measures.contacting
Appears in 1 contract
Samples: Asset Purchase Agreement (CNL Healthcare Properties II, Inc.)
Disclosure of Confidential Information. Neither The Party receiving Confidential Information shall maintain (and shall ensure that its officers, employees, consultants, advisors and contractors maintain) the confidentiality of such Confidential Information, and neither Party shall disclose Confidential Information to any delivered by the other person, except as provided below and in Articles 22.1.4 andfollows:
(a) A The Receiving Party may disclose the other Party’s Confidential Information to its Related Parties who need to know Confidential Information for the purpose of assisting the Receiving Party in complying with its obligations or exercising its rights under this Agreement and in the consent case where the AESO is the Receiving Party, for the purpose of administration of a contract under the REP. On each copy made by the Receiving Party, the Receiving Party must reproduce all notices which appear on the original. The Receiving Party shall inform its Related Parties of the other Party, such consent not to confidentiality of Confidential Information and shall be unreasonably withheld;responsible for any breach of this Article 18 by any of its Related Parties.
(b) A If the Receiving Party or any of its Related Parties are requested or required (by oral question, interrogatories, requests for information or documents, court order, civil investigative demand, or similar process) to disclose any Confidential Information in connection with litigation or any regulatory proceeding or investigation, or pursuant to any Applicable Laws, the Receiving Party shall promptly notify the Disclosing Party. Unless the Disclosing Party obtains a protective order, the Receiving Party and its Related Parties may disclose such portion of the other Party’s Confidential Information to its Affiliates (limited by any Applicable Reliability Standards or Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be or considering providing financing to or equity participation with Interconnection Customer, or to potential purchasers or assignees of Interconnection Customer, or to representatives of other Affected Systems, on a need- to-know basis in connection with this GIA and Transmission Provider’s GIP; provided, however, that before disclosing the Confidential Information of the other Party, the disclosing Party first advises the person to whom it intends to disclose the Confidential Information of the confidentiality provisions of this Article 22 and Section 13.1 of Transmission Provider’s GIP and the person agrees to comply with such provisions, including by executing any Non-Disclosure Agreement party seeking disclosure as is required by Transmission Provider and any Confidentiality Agreement required by WECCApplicable Laws in accordance with Section 18.4.
(c) A Party Where the Generator is the Receiving Party, the Generator may disclose the Confidential Information to any Secured Lender, prospective lender, investor (if not an Affiliate of the other Party when Generator), or prospective investor, and in each case its advisors, to the extent necessary, for securing investment in or financing for the Facility, provided that any such Secured Lender, prospective lender, investor (if not an Affiliate of the Generator), or prospective investor has been informed of the Generator's confidentiality obligations hereunder and such Secured Lender, prospective lender, investor (if not an Affiliate of the Generator), or prospective investor has completed and executed a confidentiality undertaking (the "Confidentiality Undertaking") in the Prescribed Form, covenanting in favour of the AESO to hold such Confidential Information confidential on terms substantially similar to this Article 18.
(d) As otherwise required by Applicable Law or where the disclosure isis consented to by the other.
(e) Notwithstanding the foregoing, the Generator consents to the disclosure: (i) required by law; of its name and contact particulars and any other information listed in Schedule 1, on the AESO's website or otherwise, (ii) reasonably deemed of the Site, Contract Capacity, Renewable Fuel(s) and location of the Connection Facilities on the AESO's website or otherwise, (iii) of its address for service and the name of its Contract Representative to all Other Generators; (iv) on a confidential basis, of any information received by the disclosing AESO in respect of this Agreement for such internal purposes as the AESO may reasonably determine from time to time to the AESO Related Parties; and (v) of aggregated data relating to the Project or this Agreement.
(f) For greater clarity, the Generator hereby irrevocably authorizes and consents to any AESO Related Party releasing, disclosing, providing, delivering and otherwise making available to be another AESO Related Party, a copy of this Agreement and any and all such information relating to the connections, proposed connections, meters, meter data, testing data pertaining to commercial operation, billing data of the Generator or the Facility as the AESO or its agents may advise is required to be disclosed in connection with a dispute between or among the Parties, this Agreement or the defense administration of litigation or dispute; or(iii) necessary to fulfill its obligations under this GIA or a contract issued under the Transmission Provider’s Tariff, or as a Transmission Provider or WECC-registered Transmission Planner or Balancing Authority, including disclosing the Confidential Information to an RTO or ISO or to a sub-regional, regional or national reliability organization or planning group; provided, however, that unless Transmission Provider determines that immediate disclosure of Confidential Information is necessary to prevent or remedy an operational emergency, prior to any disclosure of the other Party's Confidential Information under this subparagraph and subject to the limited exceptions described in Articles 22.1.4 and 22.1.5 below, the disclosing Party must promptly notify the other Party in writing of its intent to disclose the Confidential Information and use Reasonable Efforts to cooperate with the other Party in seeking to protect the other Party’s Confidential Information from public disclosure, at that other Party’s expense, by confidentiality agreement, protective order or other reasonable measuresREP.
Appears in 1 contract
