Duty to Keep Information Confidential Sample Clauses

Duty to Keep Information Confidential. Each party (“Receiving Party”) shall keep any Confidential Information received from or belonging to the other party (“Disclosing Party”) confidential and shall not disclose such Confidential Information to anyone (except on a need- to-know basis for internal use only where necessary to perform its obligations under this Agreement to its employees or contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under this Agreement without the prior written consent of the Disclosing Party. This Section 8.b shall not apply to any Confidential Information to the extent that: i) disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; ii) it is or becomes generally and freely publicly available through no fault of the Receiving Party or its servants or agents; or iii) it can be shown to have been independently originated by the Receiving Party without reference to the Confidential Information or communicated to it in circumstances otherwise than where its disclosure to the Receiving Party imparted a duty of confidence.
Sample 1See All (4)
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Duty to Keep Information Confidential. PARTNER shall enter into student data-sharing agreement with CalPASS Plus/Launchboard that allows ACOE access and affirms student confidentiality requirements. ACOE and PARTNER are subject to the California Public Records Act. Bearing applicable law, PARTNER shall treat as confidential all non-public information disclosed by ACOE in connection with this AGREEMENT, including but not limited to written or oral communications, CalPASS Plus/Launchboard information, education records (as defined under the Family Educational Rights and Privacy Act of 1974 (FERPA)), personal data, plans, specifications, and other data (collectively, “Confidential Information”). The terms and conditions of this AGREEMENT shall also be deemed Confidential Information. PARTNER shall not disclose Confidential Information to any third party except as ACOE authorizes, and shall only disclose it to those within PARTNER’S organization who need to use it on an as needed basis in performance of the AGREEMENT. Upon completion or termination of this AGREEMENT, Contractor shall return or destroy all such Confidential Information (except for this AGREEMENT), or otherwise dispose of it as ACOE may approve. This provision is not intended to restrict PARTNER’s right to use or disclose information that is already known to the public or rightfully obtained without restriction from other sources. PARTNER shall defend, indemnify and hold harmless ACOE from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorney’s fees and costs, sustained or alleged to have been sustained by ACOE as a result of any disclosure or use of any Confidential Information in violation of this AGREEMENT. The obligations of the PARTIES pursuant to this article on Confidentiality shall extend indefinitely beyond the AGREEMENT PERIOD.
Sample 1
Duty to Keep Information Confidential. The PCCD shall furnish to CONTRACTOR only such information as is necessary to provide the services under this Agreement, which is limited to student enrollment and payment information (“Enrollment Information”). All other student information shall be provided directly to CONTRACTOR by the student. PCCD shall furnish to CONTRACTOR equipment and materials, only as agreed to by the parties hereunder and which are reasonably necessary and appropriate for CONTRACTOR to provide the services under this Agreement. As used in this Agreement, the term “INFORMATION” is to be broadly defined and includes, but is not limited to any information of the type which the PCCD has a legal obligation to keep confidential or which the PCCD treats as confidential or proprietary, whether or not owned or developed by the PCCD, including the Enrollment Information. As a material condition to CONTRACTOR providing the services under this Agreement, CONTRACTOR acknowledges a continuing responsibility with respect to the INFORMATION and agrees: 1. that the INFORMATION is, shall be, and shall remain the exclusive property of the PCCD and CONTRACTOR shall neither have nor acquire any right, title, or interest therein; to keep all INFORMATION confidential and not to copy, publish, transmit, or disclose to others or allow any other party to copy, publish, transmit, or disclose to others any INFORMATION, except in accordance with CONTRACTOR’S responsibilities to the PCCD pursuant to this Agreement and in furtherance of the interests of the PCCD; and, 2. To use the INFORMATION exclusively for the purpose of providing the services under this Agreement and to store all INFORMATION in a secure location. 3. Under this Agreement, CONTRACTOR and his employees are acting as PCCD’s business associates pursuant to HIPAA. CONTRACTOR agrees to enter into a Business Associate Agreement with PCCD, attached hereto as Exhibit D and incorporated herein by reference. During the time that this Agreement remains in effect and at all times thereafter, CONTRACTOR agrees to keep the INFORMATION confidential and not to copy, publish, transmit, or disclose to others or allow any other party to copy, publish, transmit, or disclose to others, any INFORMATION without the PCCD’s prior written approval. 4. Upon termination of this Agreement, CONTRACTOR shall return to the PCCD any and all INFORMATION and any other materials, notes and copies relating to the PCCD and/or any assignments in CONTRACTOR’S possession or under...
Sample 1
Duty to Keep Information Confidential. The DISTRICT shall furnish to VENDOR such information, proprietary data, access to the DISTRICT’s personnel, equipment, and materials as may be reasonably necessary and appropriate for VENDOR to provide the WORK, the confidentiality of which gives the DISTRICT a competitive advantage in its business (all such information and access so furnished being the “INFORMATION”). As used herein, the term “INFORMATION” is to be broadly defined and includes, but is not limited to, (a) presentations, ideas, trade secrets, processes, systems, techniques, formulas, source and object code, data, programs, know-how, flowcharts, methods, compounds, diagrams, drawings, models, specifications, improvements, discoveries, developments, designs, and other works of authorship, whether patented or registered for trademark or copyright protections, if any, (b) information regarding marketing, sales, licensing, accounting, product development, competitive analyses, unpublished financial statements, budgets, forecasts, prices, costs, business plans, research and development plans, students, student marketing, research and any other confidential student, supplier, or employee information, and (c) any other information of the type which the DISTRICT has a legal obligation to keep confidential or which the DISTRICT treats as confidential or proprietary, whether or not owned or developed by the DISTRICT. As a material condition to VENDOR providing the WORK, XXXXXX acknowledges a continuing responsibility with respect to the Information and agrees: (i) that the INFORMATION is, shall be, and shall remain the exclusive property of the DISTRICT and VENDOR shall neither have nor acquire any right, title, or interest therein; (ii) to keep all INFORMATION confidential and not to copy, publish, transmit, or disclose to others or allow any other party to copy, publish, transmit, or disclose to others any INFORMATION, except in accordance with VENDOR's responsibilities to the DISTRICT pursuant to this AGREEMENT and in furtherance of the interests of the DISTRICT; and, (iii) to use the INFORMATION exclusively for the purpose of providing the WORK under this AGREEMENT.
Sample 1
Duty to Keep Information Confidential. ‌ PARTNER shall treat as confidential all non-public information disclosed by XXXXXXX in connection with this Agreement, including but not limited to written or oral communications, education records (as defined under the Family Educational Rights and Privacy Act of 1974 (FERPA)), personal data, plans, specifications, and other data (collectively, “Confidential Information”). The terms and conditions of this Agreement shall also be deemed Confidential Information. PARTNER shall not disclose Confidential Information to any third party except as XXXXXXX authorizes, and shall only disclose it to those within PARTNER’s organization who need to use it in performance of the Agreement. Upon completion or termination of this Agreement, Contractor shall return or destroy all such Confidential Information (except for this Agreement), or otherwise dispose of it as XXXXXXX may approve. This provision is not intended to restrict PARTNER’s right to use or disclose information that is already known to the public or rightfully obtained without restriction from other sources. PARTNER shall defend, indemnify and hold harmless XXXXXXX from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorney’s fees and costs, sustained or alleged to have been sustained by XXXXXXX as a result of any disclosure or use of any Confidential Information in violation of this Agreement.
Sample 1
Duty to Keep Information Confidential. COA and LAS POSITAS COLLEGE are subject to the California Public Records Act. Bearing applicable law, LAS POSITAS COLLEGE shall treat as confidential all non-public information disclosed by COA in connection with this Agreement, including but not limited to written or oral communications, education records (as defined under the Family Educational Rights and Privacy Act of 1974 (FERPA)), personal data, plans, specifications, and other data (collectively, “Confidential Information”). The terms and conditions of this Agreement shall also be deemed Confidential Information. LAS POSITAS COLLEGE shall not disclose Confidential Information to any third party except as COA authorizes, and shall only disclose it to those within LAS POSITAS COLLEGE’s organization who need to use it in performance of the Agreement. Upon completion or termination of this Agreement, Contractor shall return or destroy all such Confidential Information (except for this Agreement), or otherwise dispose of it as COA may approve. This provision is not intended to restrict LAS POSITAS COLLEGE’s right to use or disclose information that is already known to the public or rightfully obtained without restriction from other sources. LAS POSITAS COLLEGE shall defend, indemnify and hold harmless COA from and against any and all claims, demands, damages, liabilities, expenses, losses of every nature and kind, including but not limited to attorney’s fees and costs, sustained or alleged to have been sustained by COA as a result of any disclosure or use of any Confidential Information in violation of this Agreement.
Sample 1
Duty to Keep Information Confidential. If you choose, or you are provided with, login details, a Registered User identification code, password or any other piece of information as part of our security procedures, you must treat that information as confidential and you must not disclose it to any third party.
Sample 1
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Duty to Keep Information Confidential. 11.2 Third Party INFORMATION
Sample 1
Duty to Keep Information Confidential. The Buyer shall keep confidential any Confidential Information and shall not use any Confidential Information for its own business purposes or any purpose other than strictly for the purposes of fulfilling its obligations under this Contract.
Sample 1

Related to Duty to Keep Information Confidential

  • Information Confidential As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

  • 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.

  • 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:

  • Use of Confidential Information 7.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”. 7.2 The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement. 7.3 The Receiving Party shall: (a) use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party; (b) use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information; (c) not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein; (d) not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and (e) promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User). 7.4 Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • 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.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • 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;

  • Company Creation and Use of Confidential Information The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its product offerings in the field of financial services. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

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