General Confidentiality. (a) For purposes of this Agreement, “
General Confidentiality. Each of the Parties will treat and hold as such all of the Confidential Information of the other Parties, refrain from using any of the Confidential Information except in connection with this Agreement, and unless there is a closing on the Exchange, deliver promptly to the owner of such Confidential Information or destroy, at the request and option of the owner of the Confidential Information, all tangible embodiments (and all copies) of the Confidential Information which are in its possession. In the event that any of the Parties is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, that Party will notify the affected Party promptly of the request or requirement so that the affected Party may seek an appropriate protective order or waive compliance with the provisions of this Section 7.1. If, in the absence of a protective order or the receipt of a waiver hereunder, any of the Parties is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, that Party may disclose the Confidential Information to the tribunal; provided, however, that the disclosing Party shall use its commercially reasonable efforts to obtain, at the request of the affected Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the affected Party shall designate. The foregoing provisions shall not apply to any Confidential Information which is generally available to the public immediately prior to the time of disclosure.
General Confidentiality. VRC shall protect the confidentiality of the records of the Practice relating to Practice Operations to the extent such records are within the control or direction of VRC, including, without limitation, patient medical records, and shall comply with applicable federal, state, and local laws and regulations, and medical ethical standards, pertaining to the records of the Practice. VRC shall take no action with respect to such medical records to which the Practice objects, unless otherwise required by law or to comply with an order of any court or governmental agency.
General Confidentiality. Unless Receiving Party proves conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by FAR to, Receiving Party shall be presumed to be (i) confidential,
General Confidentiality. Unless You prove conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by San Diego MLS to, You shall be presumed to be (i) confidential, (ii) trade secrets of San Diego MLS (iii) and proprietary information of San Diego MLS (collectively, without distinction, “Proprietary Information”).
General Confidentiality. The Second Party acknowledges and understands that in order to perform the services it may receive confidential information from the First Party (“disclosing party” for this section) or that is from third parties who may have disclosed confidential information to the disclosing party. The Second Party receiving such confidential information (“receiving party” for this section) further acknowledges that it may create materials or documents that include said confidential information as a result of the services performed under this Agreement. For purposes of this Agreement such information, materials and documents are referred to as “Confidential Information.” Confidential Information shall be maintained in trust and confidence by the receiving party. The receiving party agrees to use all reasonable diligence to prevent disclosure of Confidential Information to any third party and to refrain from using or disclosing Confidential Information for any purpose other than as provided under this Agreement (or as otherwise specified in writing) and shall not assert ownership in the other party’s Confidential Information. The receiving party agrees that it will take reasonable steps to ensure that it and its employees will abide by the confidentiality obligations of this Agreement.
General Confidentiality. (a) For purposes of this Agreement, “Confidential Information” means any of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party or its Representatives or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Program, in each case including: (A) information concerning marketing plans, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present at the business location of any Disclosing Party; and (D) non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing Confidential Information shall not govern Cardholder Data, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of Confidential Information under this Article VIII shall not apply to information received or obtained by a Receiving Party that: (i) is or becomes generally available to the public other than as a result of disclosure in breach by such Receiving Party of this Agreement or any other confidentiality obligations; (ii) is lawfully received on a non-confidential basis from a third party authorized to disclose such information without restriction and without breach of this Agreement; (iii) is required to be publicly disclosed by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party subject to any Governmental Authority or judicial process shall consult with the Disclosing Party with respect to such filing or disclosure of its Confidential Information and shall cooperate in seeking a protective order or other protection ...
General Confidentiality. For purposes of this Section 8.2, all references to Xxxxxx or the Purchaser shall be deemed to include all of the Affiliates, Subsidiaries, successors and assigns of Xxxxxx or the Purchaser, as the case may be, and all references to the Seller shall be deemed to include the Seller and its successors and assigns. The Seller and the Principal Shareholders acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Seller and the Purchased Assets are, after the Closing Date, valuable, special and unique assets of the Purchaser. The Seller and the Principal Shareholders shall not, at any time after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to the Seller or the Purchased Assets, whether or not for their own benefit, without the prior written consent of Xxxxxx, including without limitation, (i) trade secrets, designs, formulae, drawings, intangible property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts and client data; (ii) information relating to the products developed by Xxxxxx, (iii) the names of the Seller’s customers and contacts, the Seller’s marketing strategies, the names of their vendors and suppliers, the cost of materials and labor, the prices obtained for services sold (including the methods used in price determination, manufacturing and sales costs), lists or other written records used in the Business, compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the Business, and any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with the Seller, (iv) all tangible material that embodies any confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of the Seller, and (v) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx or the Purchaser which the Seller or the Principal Shareholders may acquire or develop in connection with or as ...
General Confidentiality. Unless You prove conclusively to the contrary by a preponderance of the evidence that certain material is not encompassed by this Access Agreement, all material accessed by, or disclosed by Sandicor to, You shall be presumed to be (i) confidential, (ii) trade secrets of Sandicor (iii) and proprietary information of Sandicor (collectively, without distinction, “Proprietary Information”).
General Confidentiality. Each Party will protect from unauthorized disclosure all information, records and data pertaining to Hospital patients, or information concerning the operations, facilities and staff of Hospital treated as confidential. This Section will survive termination of this Agreement.
