General Confidentiality Obligation Sample Clauses

General Confidentiality Obligation. In compliance with the HIA, the Operator shall keep confidential and shall use reasonable efforts to ensure that all other persons involved in the provision of the Services within the Facility keep confidential, all materials, documents, records and information obtained from the Region related to the provision of the Services including, without limitation, all patient related information, except: (a) information required to be disclosed at law; (b) information in the public domain or of which it becomes aware, not involving a breach by it or the person informing them of a confidentiality obligation; (c) information required to be disclosed to fulfill the Operator's obligations under this Agreement; or (d) this Agreement.
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General Confidentiality Obligation. The parties agree that the terms of the Agreement and any other information with respect to the business and operations of the parties related to the Agreement and disclosed by one party to the other (such terms and information, subject to the exclusions stated below, the "Confidential Information"), shall be treated confidentially as provided in this Article 28, it being understood that the disclosure of such Confidential Information would threaten significant economic harm to the Nondisclosing Party. The obligations of confidentiality under this Article 28 shall be of a continuing nature and shall survive the assignment or termination of the Agreement. Subject to Article 28.2 and the additional provisions of this Article 28.1, Confidential Information shall not be disclosed by either party or its respective Affiliates (a "Disclosing Party") without the prior written consent of the other party (the "Nondisclosing Party"). Except as otherwise provided with respect to Confidential Differential Information, the obligation hereunder not to disclose Confidential Information shall not apply to: (i) information that is publicly known or publicly disclosed other than by reason of a breach of this Article 28 by the Disclosing Party; (ii) the disclosure of Confidential Information that a Disclosing Party determines in good faith and on the advice of counsel is required to be disclosed by it or by any of its Affiliates by any court of law or any law, rule, or regulation, or, if requested by such agency, to an agency of any government having or asserting jurisdiction over a Disclosing Party or an Affiliate of such Disclosing Party and having or asserting authority to require such disclosure in accordance with that authority, or pursuant to the rules of any recognized stock exchange or agency established in connection therewith, provided that the Disclosing Party uses good faith efforts to assure, to the extent reasonably available in the circumstances, the confidential treatment of such Confidential Information by the party to which it is disclosed (including, without limitation, in the case of the United States Securities and Exchange Commission (the "Commission"), making requests for confidential treatment). In connection with the filing of a confidential treatment request with the Commission, Buyer shall provide Seller with reasonable opportunity to review and comment upon such confidential treatment request prior to the submission of such request or the Agreement...
Sample 1
General Confidentiality Obligation. The terms of the any existing confidentiality or similar agreement between the parties hereto are hereby superseded and replaced with this Article XI as of the date of this Agreement. It is expected that Program Lender’s participation in the UFSB Astrive Loan Program may involve the disclosure, communication and exchange of Proprietary Information and Customer Information.
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General Confidentiality Obligation. In addition to the information described above about which the Trunk Keeper must maintain confidentiality, the Trunk Keeper agrees to maintain the confidentiality of all other confidential, proprietary, or other information, whether or not originated by the Trunk Keeper or the Company, which is in any way related to the past or present business of the Company and which is either designated as confidential or not generally known by or available to the public. Confidential Information, for purposes of the above, includes, but is not limited to (whether or not reduced to a writing or designated as confidential) any internal operational data and information, research, development, production, engineering and manufacturing data, plans, designs, formulae, processes, specifications, techniques, trade secrets, work product, financial information, sales and marketing plans, cost and pricing data, customer, Trunk Keeper and supplier lists, computer programs, source code, object code, data base structures, or other non-public information relating to the Company that becomes known by the Trunk Keeper as a result of his/her relationship with the Company, and whether or not such information has been specifically designated as "Confidential Information" by the Company.
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General Confidentiality Obligation. This Agreement is entered to facilitate the implementation of the Open Season announced by Transporter as of [●] de [●] de 20[●], so that the Bidding Shipper is provided with information to prepare a Request to Participate and Transporter is able to evaluate it (the “Purpose”). In the course of effectuating the Purpose, each Party may disclose to the other Party certain of its proprietary information that such disclosing Party considers to be its Confidential Information (as defined below). Any Confidential Information disclosed hereunder shall be subject to the terms of this Agreement. Under no circumstances shall this Agreement be construed to require any Party to furnish the other Party with any Confidential Information.
Sample 1
General Confidentiality Obligation. In addition to the information described above about which You must maintain confidentiality, You agree to maintain the confidentiality of all other confidential, proprietary, or other information, whether or not originated by You, another Trunk Keeper or the Company, which is in any way related to the past or present business of the Company and which is either designated as confidential or not generally known by or available to the public. Confidential Information, for purposes of the above, includes, but is not limited to (whether or not reduced to a writing or designated as confidential) any internal operational data and information, research, development, production, engineering and manufacturing data, plans, designs, formulae, processes, specifications, techniques, trade secrets, work product, financial information, sales and marketing plans, cost and pricing data, customer, Trunk Keeper and supplier lists, computer programs, source code, object code, data base structures, or other non-public information relating to the Company that becomes known by You as a result of Your relationship with the Company, and whether or not such information has been specifically designated as "Confidential Information" by the Company.
Sample 1
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General Confidentiality Obligation. If the Closing occurs, and subject to Section 6.5(b), Section 6.5(c) and Section 6.5(d), each of Purchaser and NATCO agrees that it will, and will cause its respective Affiliates and Representatives to: (i) keep confidential the information, documents and instruments delivered to it by the other Party and the other Party's Affiliates and Representatives, whether before, on or after the date of this Agreement, in connection with negotiating, preparing, executing and delivering this Agreement and the Ancillary Agreements and performing the Parties' obligations under this Agreement and the Ancillary Agreements; and (ii) only disclose such information, documents and instruments to those of its Affiliates and Representatives that have a need to know such information, documents and instruments and have been informed of their confidential nature.
Sample 1
General Confidentiality Obligation. 14.1.1 The Operator shall keep confidential and shall use reasonable efforts to ensure that all other persons involved in the provision of the Services within the Facility keep confidential, all materials, documents, records and information obtained from Capital Health or prepared or recorded by Capital Health or the Operator’s agents, employees, contractors, Medical Staff or physician in relation to the provision of the Services including, without limitation, all patient related information, but excepting: a) information required to be disclosed at law, or b) information in the public domain or of which it becomes aware, not involving a breach by it or the person informing them of a confidentiality obligation, or c) information required to be disclosed to fulfill obligations under this Agreement, or d) this Agreement. 14.1.2 The Operator further agrees, as a condition precedent to this Agreement, to require all of its employees, agents, representatives, physician and any other person involved in provision of the Services, directly or indirectly, or who may come into to contact with the records, material, documents or information referred to in Article 14.1, to complete a Confidentiality Agreement in the form required by Capital Health. 14.1.3 The Operator shall ensure that all records, materials, documents or information in relation to the provision of the Services including but not limited to patient information is maintained and stored in accordance with Capital Health, policies and procedures as are relayed from time to time and in such a manner as to prevent any unauthorized access.
Sample 1

Related to General Confidentiality Obligation

  • Confidentiality Obligation ‌ Information that comes into the possession of the parties in connection with the Agreement and the implementation of the Agreement shall be kept confidential, and shall not be disclosed to any third party without the consent of the other party. If the Customer is a public body, the scope of the confidentiality obligation under this provision shall not go beyond that laid down by the Act of 10 February 1967 relating to Procedure in Cases concerning the Public Administration (Public Administration Act) or corresponding sector-specific regulations. The confidentiality obligation pursuant to this provision shall not prevent the disclosure of information if such disclosure is demanded pursuant to laws or regulations, including any disclosure or right of access pursuant to the Act of 19 May 2006 relating to the Right of Access to Documents in the Public Administration (Freedom of Information Act). The other party shall, if possible, be notified prior to the disclosure of such information. The confidentiality obligation shall not prevent the information from being used when there is no legitimate interest in keeping it confidential, for example when it is in the public domain or is accessible to the public elsewhere. The parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, confidential information. The confidentiality obligation shall apply to the parties’ employees, subcontractors and other third parties who act on behalf of the parties in connection with the implementation of the Agreement. The parties may only transmit confidential information to such subcontractors and third parties to the extent necessary for the implementation of the Agreement, and provided that they are subjected to a confidentiality obligation corresponding to that stipulated in this clause 2.5. The confidentiality obligation shall not prevent the parties from utilising experience and expertise developed in connection with the implementation of the Agreement. The confidentiality obligation shall continue to apply after the expiry of the Agreement. Employees or others who resign from their positions with one of the parties shall be subjected to a confidentiality obligation following their resignation as well, as far as factors mentioned above are concerned. The confidentiality obligation shall lapse five (5) years after the delivery date, unless otherwise stipulated by law or regulation.

  • Duration of Confidentiality Obligation These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. Product warranties.

  • Duration of Confidentiality Obligations The Receiving Party’s obligations under this Article apply to Confidential Information of the Furnishing Party disclosed to the Receiving Party before or after the Effective Date and will continue during the Agreement Term and survive the expiration or termination of the Agreement as follows: (a) as to any portion of the Furnishing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations will continue for as long as the Furnishing Party continues to treat such information as a trade secret; and (b) as to all other Confidential Information of the Furnishing Party, the obligations will survive for two (2) years after the Receiving Party’s fulfillment of its obligations under Section 13.4 with respect to the Confidential Information in question.

  • Confidentiality Obligations Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

  • Exceptions to Confidentiality Obligations 4.1 This Agreement imposes no obligation upon the Recipient with respect to the City’s Confidential Material received hereunder that (a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City, (b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality, (c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient’s Team, or (d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.

  • Survival of Confidentiality Obligations The Parties’ rights and obligations under this Section 10 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.

  • Obligation of Confidentiality 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

  • Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information 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 Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) it keeps a written record of these Representatives; and (d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction. 2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

  • Confidentiality of Vendor Data Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released to TIPS, TIPS Members, and TIPS third-party administrators to effectuate Vendor’s TIPS Contract except as provided for herein. The Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase consideration. If Vendor otherwise considers any portion of Vendor’s Data to be confidential and not subject to public disclosure pursuant to Chapter 552 Texas Gov’t Code (the “Public Information Act”) or other law(s) and orders, Vendor must have identified the claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part of Vendor’s proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor’s proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information pursuant to the Public Information Act that affects Vendor’s interest in any information or data furnished to TIPS by Vendor, and TIPS requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General

  • Proprietary Information Obligations You acknowledge your continuing obligations under your Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

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