Disclosures of Confidential Information. Except as hereinafter permitted in this Section, without the prior written consent of the Discloser, which consent the Discloser may withhold in its sole discretion, the Recipient shall not directly or indirectly disclose, distribute, republish or transmit the Discloser’s Confidential Information to any Third Party. Notwithstanding the foregoing:
(a) the Recipient may disclose the Discloser’s Confidential Information as permitted under the terms of the Agreement;
(b) MetroPCS may disclose Supplier Confidential Information to *** who or that have a reasonable need to know, provided that disclosures to its auditors must be made pursuant to written confidentiality obligations that are no less stringent than those set forth in this Section 6.2 and that cover the portions of the Supplier Confidential Information that will be disclosed, and subject to the terms of the foregoing subsection (a), MetroPCS may disclose Supplier Confidential Information to *** only with Supplier’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, provided that any such approved disclosures must be made pursuant to written confidentiality obligations that are no less stringent that those set forth in this Section 6.2 and that cover the portions of the Supplier Confidential Information that will be disclosed;
(c) Supplier may disclose MetroPCS Confidential Information to its auditors and to those of its Authorized Users who or that have a reasonable need to know, provided that disclosures to its auditors must be made pursuant to written confidentiality obligations that are no less stringent than those set forth in this Section 6.2 and that cover the portions of the MetroPCS Confidential Information that will be disclosed, and subject to the terms of the foregoing subsection (a), Supplier may disclose MetroPCS Confidential Information to other Third Parties only with MetroPCS’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, provided that any such approved disclosures must be made pursuant to written confidentiality obligations that are no less stringent that those set forth in this Section 6.2 and that cover the portions of the MetroPCS Confidential Information that will be disclosed;
(d) the Recipient may disclose the Discloser’s Confidential Information to its attorneys, accountants, financial advisors, banks and other financing sources and other similar advisors who or that have a reasonab...
Disclosures of Confidential Information. Pursuant to the terms and conditions contained herein, a party may disclose Confidential Information to the other party solely for the purpose of the Proposed Project or the Work. Notwithstanding such disclosure the Confidential Information shall remain the sole and exclusive property of the disclosing party and as such shall be maintained in confidence by the receiving party using the same care and discretion to avoid disclosure as the receiving party uses with its own similar information that it does not wish to disclose. The receiving party may disclose Confidential Information to its Representatives pursuant to Section 4 below but may not use or disclose it to others without the disclosing party’s prior written consent. Notwithstanding the generality of the foregoing, all intellectual property rights which may subsist in the Confidential Information shall remain with the disclosing party. The receiving party shall not use the confidential information for any purposes other than the Proposed Project or the Work without the disclosing party’s prior written consent.
Disclosures of Confidential Information. Either Party that wishes to publish or disclose (such Party, a “Disclosing Party”) to any Third Party, including any independent contractors, any or all Confidential Information of the other Party (such Party, an “Affected Party”), must do so with the advance execution of a binding written confidentiality agreement between the Third Party and the Disclosing Party and advance approval of the Affected Party. (For clarity, either Party may disclose the existence of this Agreement to Third Parties, and for further clarity, all Licensed Information shall be deemed to be Confidential Information except as otherwise provided below.) In addition to the above, no Disclosing Party shall disclose to any Third Party, or use for any purpose other than as provided in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder), any Confidential Information of any Affected Party, unless such Disclosing Party can demonstrate that such information: Was known to the Disclosing Party or to the public prior to disclosure to the Disclosing Party by the Affected Party, as shown by contemporaneous written records; Becomes known to the public from a source other than the Disclosing Party, as long as the Disclosing Party had not breached confidentiality obligations in this Agreement by disclosing such information to such source prior to such public knowledge that resulted in such public knowledge; Is disclosed to the Disclosing Party on a non-confidential basis by a Third Party having a legal right to make such disclosure; Is required to be disclosed by law or judicial order; provided, however, the Disclosing Party shall promptly notify the Affected Party and shall not disclose any information without the Affected Party’s prior written consent or until the Affected Party has exhausted any legal actions that Affected Party may take to prevent or limit the requested disclosure; or Is independently developed by the Disclosing Party where the Representative(s) of such Disclosing Party involved in such independent development did not have access to Confidential Information of the Affected Party. Such obligations of confidentiality and non-use shall survive expiration or termination of this Agreement for a period of three (3) years from the effective date of such expiration or termination; provided, however, that to the extent any Licensed Information constitutes a trade secret (as defined under applicable law) of the Affected Party, the res...
Disclosures of Confidential Information a) Intentional disclosure of confidential information outside of the boundaries of (1) above may be met with maximum disciplinary action. See (5) below.
b) Negligent or accidental disclosure is an extremely serious matter that may, but will not necessarily, be met with penalties as described in (5) below. Employees who accidentally disclose confidential information have a duty to promptly report the disclosure to their supervisor, appointing authority, or human resources department so that mitigation can be attempted. Employees are expected to exercise their discretion and judgment to minimize the risk of inadvertent disclosure. For example, employees should refrain from communicating about sensitive matters in crowded or public spaces where others may overhear, even within the public areas of the Court. Employees should use court-issued, password-protected equipment to transmit confidential documents. Employees should be mindful of who can see their screen when working at home, on aircraft, public transit, or in public spaces. Employees should carefully keep track of and password protect electronic devices containing confidential information and immediately report anyloss or theft of those devices.
c) Authorized disclosure occurs when the Judge, City Attorney or Prosecutor who supervises the employee authorizes the employee to share work product with a specific person or organization. For example, employees may be authorized to share draft rules or administrative orders for review and comment before they are released to the public, and the Court Administrator or Clerks of the Court may be authorized to disclose information relating to case status as part of their job duties, provided the Court’s internal, confidential deliberations are not disclosed.
d) Disclosure as necessary to report misconduct or illegal acts is permitted. Employees may disclose confidential information when such disclosure is necessary to adequately report to an appropriate authority the misconduct or illegal acts of any person, including sexual or other forms of harassment.
Disclosures of Confidential Information to Recipient's Representatives who reasonably need to know such information in connection with Recipient's furtherance of the Transaction, including Recipient's rights and obligations under the Transaction Documents, and who have been informed of and have agreed to be bound by the terms and conditions of this Agreement regarding the disclosure and protection of such Confidential Information.
Disclosures of Confidential Information which Recipient can prove is, or had previously become, Non-Confidential Information; or
Disclosures of Confidential Information. Disclosures of the Confidential Information shall be made only to officers, employees, agents and/or independent contractors of PPD and its Affiliates who are directly involved in utilizing the rights granted to PPD under this Agreement and who have a specific need to know such information.
Disclosures of Confidential Information. Neither party shall at any time, either during or after the Term of this Agreement, use for its own purposes or publish, disclose, or otherwise divulge any of the other party's Confidential Information to any person without the prior written consent of the other party. Each party shall protect the Confidential Information of the other party through means at least as stringent as those used to protect that party's own Confidential Information. Neither party shall use the Initials: 10 Buyer ________ Seller _______ other party's Confidential Information except in the course of performing its obligations under this Agreement. Upon termination of this Agreement for any reason, each party shall immediately return to the other party all of the other party's Confidential Information in its possession, custody, or control.
Disclosures of Confidential Information. From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit the disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for the purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
Disclosures of Confidential Information. After the Closing contemplated by this Agreement, the Company shall not and shall cause each of its officers, directors, employees and affiliates and other persons acting on its behalf not to divulge to the Investor any information which the Company believes to be material non-public information unless the Investor has agreed in advance in writing to receive such information.
