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. It is understood that the receiving party does not have such obligation of confidentiality with respect to any Confidential Information of the disclosing party that:
General Confidentiality. Each Party agrees not to use any Confidential Information (as defined herein) of the other Party except in performance of the Purchase Order and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who will similarly limit the use and disclosure of the information, such as attorneys, accountants, commercial and investment bankers, consultants, Board members and certain key employees). All information which the disclosing party considers confidential will be conspicuously marked or otherwise labeled “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its confidential and/or proprietary nature or which, in the case of oral information, is specifically identified at the time of disclosure as being confidential, proprietary or sensitive; provided, however, such oral information is reduced to writing and delivered to receiving party within ten (10) days of oral disclosure. Notwithstanding the foregoing, the terms, conditions, and existence of the Purchase Order, and 3TI’s pricing, discounts, margins, and non-public customer data will be considered Confidential Information whether or not so marked. With respect to both Parties hereto, for purposes hereof, Confidential Information will not include any information that: (i) is now or becomes in the public domain through no breach of the terms and conditions of the Purchase Order; (ii) is in the possession of the receiving party as of the date of execution hereof and is not subject to nondisclosure obligations;
General Confidentiality. Each of the Sellers acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of AHI and its Affiliates (together with the Company, the "AHI Companies") are valuable, special and unique assets of the AHI Companies. Each of the Sellers 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 of or with respect to the AHI Companies, whether or not for such Seller's own benefit (except, with respect to Xxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxx and Xxxxxx Xxxxx as may be permitted pursuant to their respective Employment Agreement or the Consulting Agreement, as the case may be and except as may be required by legal process in connection with any dispute arising out of this Agreement or by Applicable Law, provided that AHI shall in such event be entitled to have a reasonable amount of time prior to such disclosure to seek protective orders), without the prior written consent of AHI or unless required by law, 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, (iii) the names of customers and contacts, marketing strategies, the names of the 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 of any of the AHI Companies, 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 of any of the AHI Companies, and any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with any of the AHI Companies, (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 any of the AHI Companies, and (vi) any other confidential in...
General Confidentiality. This Section 8 is in addition to Section 2.F.5 of this Agreement. All parties shall protect the confidentiality of each other’s records and information, and shall not disclose confidential information without the prior written consent of the other party. All patient records, reports and information obtained, generated or encountered relating to the training shall at all times be and remain the property of FACILITY.
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”).
