Disclosure of the Confidential Information Sample Clauses

Disclosure of the Confidential Information. The Confidential Information, which constitutes the bank secrecy in accordance with the legislation, is not subject to disclosure. The Finance Party is entitled to disclose the Confidential Information that does not represent the bank secrecy to: its Affiliated Entities, professional consultants and auditors if the person to whom such a Confidential Information is provided is informed in writing of its privacy character, and the need for such an information is not available if its recipient must maintain confidentiality with respect to such information by virtue of his professional duties; to any persons: to whom the Finance Party is handing over (or intends to hand over) any of its rights and / or obligations under the Finance Documents, or who may become New Facility Agents and, in each of the cases, also to the professional advisers of the said persons, provided that such persons (with the exception of professional consultants who duties are required to maintain confidentiality with respect to such information by virtue of their professional) commit themselves to maintaining confidentiality with respect to the Confidential Information on the terms and conditions stipulated by this Agreement; with who the Finance Party concludes a Loan Participant Agreement or any other treaty, or payments that can be made with a reference on any Financial Document and / or an Obligator and their professional consultants, provided that such persons (with the exception of professional consultants who by virtue of their professional duties must maintain confidentiality with respect to such information) commit themselves to maintaining confidentiality in respect of the Confidential Information within the terms under this Agreement; the ones specified in a procecutor’s request, in the request of the court, the investigative authorities, the administrative, banking or currency supervision authority (including the Central Bank of the Russian Federation), the tax authority or any other state body acting within its competence established by the Law; those who are a Party; or on the consent of the Borrower or a relevant Obligator; any rating agency (including its professional consultants) for assigning ratings to the Financial Documents and / or Obligators; and to any credit reference bureau in accordance with the Law on the Credit Reference.
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Disclosure of the Confidential Information. Receiving Party agrees to treat any and all Confidential Information as confidential and that it will not reveal any Confidential Information to any person without the written consent of the Disclosing Party, other than to: its commissioners, directors, shareholders, officers, employees, its Group, and its professional advisers, auditors and other persons providing services to it (provided that such person is under a duty to confidentiality in relation to the Confidential Information, professional, contractual or otherwise to the Receiving Party) to the extend necessary for the Permitted Purpose. (parties as described above hereinafter referred as the “Representatives”) (i) where requested or required by any court of competent jurisdiction or any competent banking, taxation, judicial, governmental, supervisory, regulatory or equivalent body; (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Group are listed; or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any members of the Group.
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Disclosure of the Confidential Information. 3.1. Since the disclosure of the Confidential Information by the Information Holder to the Partner is necessary in order to discuss any future cooperation for implementation and/or development of the Business and/or the Confidential Information, the Partner agrees to the perpetuation by the Information Holder of all meetings, conversations (e-mail, phone, etc.) or any other form of communication between the Parties that includes Confidential Information. The form or method of perpetuation is determined by the Information Holder at its sole discretion. 3.2. The Partner agrees that any information disclosed at any given time by the Information Holder to the Partner with a reference to this Agreement in whichever form (written, electronic, oral etc.)
Sample 1
Disclosure of the Confidential Information. 4.1 Each party may disclose the Confidential Information of the other party: 4.1.1 with the prior written consent of the other party; 4.1.2 to its employees, professional advisors, authorised representatives or sub contractors to the extent that disclosure is necessary for the Purpose; or 4.1.3 where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory body provided that the Receiving Party shall give to the Disclosing Party not less than two business days' notice of such disclosure. 4.2 Prior to disclosure of the Confidential Information to a Recipient, the Receiving Party shall ensure that the Recipient reads and understands this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
Sample 1
Disclosure of the Confidential Information. 4.1 Each party may disclose the Confidential Information of the other party: 4.1.1 with the prior written consent of the other party; 4.1.2 to its employees, professional advisors, authorised representatives, potential underwriters or sub contractors to the extent that disclosure is necessary or desirable for the Purpose; 4.1.3 where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory body provided that the Receiving Party shall give to the Disclosing Party not less than two business days’ notice of such disclosure; or 4.2 FMO may disclose the Confidential Information to any person that: 4.2.1 considers taking, or is taking, a Transaction Interest and/or; 4.2.2 considers making, or is making, any other contribution to the financing of the Project, if the person to whom the Confidential Information is to be given pursuant to this Clause 4.2 is subject to confidentiality obligations deriving from statute, professional regulations, codes of ethics or of conduct or from contractual undertakings, substantially equivalent to those set forth under this Agreement 4.3 Prior to disclosure of the Confidential Information to a Recipient, the Receiving Party shall, except in case of disclosure under Clause 4.1.3 of this Agreement, ensure that the Recipient reads and understands this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
Sample 1
Disclosure of the Confidential Information. 4.1 The Receiving Party may disclose the Confidential Information of the Disclosing Party to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the Receiving Party's obligations under this Agreement as if they themselves were a Party to this Agreement. 4.2 The Receiving Party may disclose Confidential Information: (a) to the extent required by Applicable Laws or other laws, by any governmental or other regulatory authority of competent jurisdiction, provided that it gives the Disclosing Party prompt advance notice of the disclosure (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity, where possible, to prevent or control the manner of disclosure by the appropriate legal means; or (b) provided the Disclosing Party consents in writing to the disclosure or use of the Confidential Information in particular circumstances for a particular purpose.
Sample 1
Disclosure of the Confidential Information. 4.1 Each party may disclose the Confidential Information of the other party: 4.1.1 with the prior written consent of the other party; 4.1.2 to its or its Group member’s employees, directors, officers or professional advisors to the extent that disclosure is necessary or desirable for the Purpose; or 4.1.3 where disclosure is required by applicable law or regulation (including rule of stock exchange), by a court of competent jurisdiction or by another appropriate regulatory body provided that (a) the disclosure shall so far as is reasonably practicable and permitted by law be made after consultation with the other party, after taking into account the other party's reasonable requirements as to its timing, content and manner of making or despatch and only that Confidential Information shall be disclosed as is legally required and (b) if the party required making the disclosure is unable or legally unpermitted to consult the other before the disclosure is made, that party shall to the extent permitted by law inform the other party of the circumstances, timing, content and manner of making or despatch of the disclosure or announcement immediately after such disclosure is made (and, in any case, only that Confidential Information shall be disclosed as is legally required). 4.2 Prior to disclosure of the Confidential Information to a Recipient (as defined below), the Receiving Party shall ensure that the Recipient has received a copy of this Agreement and shall ensure that the Recipient complies with the terms of this Agreement as if the Recipient were a party to this Agreement.
Sample 1
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Disclosure of the Confidential Information. 4.1 The Receiving Party may disclose the Confidential Information: 4.1.1. with the prior written consent of the Disclosing Party; 4.1.2. to its employees or members of its Group and their employees to the extent that disclosure is necessary or desirable for the Purpose; 4.1.3. subject to Clause 12, where disclosure is required by an Authority. 4.2 Prior to disclosure of the Confidential Information to a Recipient, the Recipient shall enter into a separate Confidentiality Agreement between the Disclosing Party and the Recipient, on terms providing adequate protection of the Confidential Information and against any unauthorised disclosure, copying or use thereof. 4.3 For the purposes of Clause 4 “Recipient” means a person to whom any Confidential Information is disclosed pursuant to this clause 4.
Sample 1

Related to Disclosure of the Confidential Information

  • Disclosure of Confidential Information Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; (b) to any person: (i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 25.14 (Relationship with the Lenders)); (iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

  • Nondisclosure of Confidential Information (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

  • E4 Confidential Information Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Non-Disclosure of Confidential Information (a) Executive acknowledges that the Company possesses certain confidential and propriety information that has been or may be revealed to him or learned by Executive during the course of Executive’s employment with the Company and that it would be unfair to use that information or knowledge to compete with or to otherwise disadvantage the Company. Executive shall not, during the Term of Employment or at any time following the Term of Employment, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of his duties (including without limitation disclosures to the Company’s advisors and consultants), as required by law (in which case Executive shall give the Company prior written notice of such required disclosure) or with the prior written consent of the Board of Directors, to any person, firm, corporation, or other entity, any confidential information acquired by him during the course of, or as an incident to, his employment or the rendering of his advisory or consulting services hereunder, relating to the Company or any of its subsidiaries or affiliates, the directors of the Company or its subsidiaries or affiliates, any supplier or customer of the Company or any of their subsidiaries or affiliates, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, financial data, competitive analyses, pricing policies, employee lists, personnel policies, the substance of agreements with customers, suppliers and others, marketing or dealership arrangements, servicing and training programs and arrangements, supplier lists, customer lists and any other documents embodying such confidential information. This confidentiality obligation shall not apply to any confidential information, which is or becomes publicly available other than pursuant to a breach of this paragraph 12(a) by Executive. (b) All information and documents relating to the Company and its subsidiaries or affiliates as herein above described (or other business affairs) shall be the exclusive property of the Company, and Executive shall use commercially reasonable best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof then in Executive’s possession or control shall be returned and left with the Company.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Other Confidential Information The Parties agree that the confidentiality provisions under this Article Nineteen are separate from, and shall not impair or modify any other confidentiality agreements that may be in place between the Parties or their Affiliates; provided however, that the confidentiality provisions of this Article Nineteen shall govern confidential treatment of all non-public information exchanged between the Parties related directly or indirectly to this Agreement as of and after the Execution Date.

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

  • Prime Confidential Information The following shall constitute Confidential Information of the Contractor and should not be disclosed to third (3rd) parties: the deliverables, discoveries, ideas, concepts, software [in various stages of development], designs, drawings, specifications, techniques, models, data, source code, source files, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, the relationship between the Contractor and Subcontractor, and any details of the Service under this Agreement. Subcontractor agrees not to use or reference the Contractor and/or their names, likenesses, or logos (“Identity”). Subcontractor will not use or reference Contractor or their Identity, directly or indirectly, in conjunction with any other third (3rd) parties.

  • Maintaining Confidential Information Executive reaffirms his obligations under the Confidentiality Agreement. Executive acknowledges and agrees that the payments provided in Section 3 above shall be subject to Executive’s continued compliance with Executive’s obligations under the Confidentiality Agreement.

  • Non-Confidential Information The term “Confidential Information” shall not include any information which: (i) is in the public domain at the time of disclosure or enters the public domain following disclosure through no fault of the receiving Party, (ii) the receiving Party, through competent evidence, can demonstrate knowledge prior to disclosure, (iii) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information as evidenced by the written records of the receiving Party.

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