General Confidentiality Obligations. (a) JPMC and Visa consider it mutually beneficial that, in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information to Visa, and (ii) Visa disclose its Confidential Information to JPMC. Each of JPMC and Visa agree to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.”
(b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party.
(c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information to the Receiving Party’s and its Affiliates’ officers, consultants, subcontractors, employees, attorneys and accountants to the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that:
(i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys and accountants;
(ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and
(iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not emp...
General Confidentiality Obligations. All communications between the parties and AsiaSat and/or any of them and all information and other materials supplied to or received by any of them from any other which is either marked “confidential” or by its nature intended to be for the knowledge of the recipient alone, and all information concerning the business transactions and the financial arrangements of any such party with any person with whom it is in a confidential relationship with regard to the matter in question coming to the knowledge of the recipient shall be kept confidential by the recipient unless or until the recipient party can reasonably demonstrate that any such communication, information and material is, or the relevant part of it is, in the public domain through no fault of its own or has been independently developed by it or given to it by a third party with no obligation of confidentiality.
General Confidentiality Obligations. Each Party agrees that it will (i) not disclose the other Party's Confidential Information to any third party (other than independent contractors as provided below); (ii) use the other Party's Confidential Information only to the extent necessary to perform its obligations or exercise its rights under this Agreement; (iii) disclose the other Party's Confidential Information only to those of its employees and independent contractors who need to know such information for purposes of this Agreement and who are bound by confidentiality agreements containing terms no less restrictive than those in this Section 3.2; and (iv) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care.
General Confidentiality Obligations a) Any and all proprietary, non-public information, trade secrets, data, business information, protocols and documents disclosed, orally or otherwise, or submitted in writing or in other tangible form to one Party by the other Party under this Agreement is the “Confidential Information” of the disclosing Party.
b) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Neither Party shall disclose any Confidential Information of the other Party to any third party. Neither Party shall use the Confidential Information of the other Party for any purpose other than as required to perform its obligations or exercise its rights under this Agreement. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s officers, directors, employees, Affiliates, agents, representatives and contractors requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures, each such person shall be bound by terms at least as restrictive as those hereof to maintain Confidential Information in confidence and not to use such information for any purpose other than in accordance with the terms and conditions of this Agreement. Each Party agrees to take all steps necessary to ensure that the other Party’s Confidential Information shall be maintained in confidence including such steps as it takes to prevent the disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its officers, directors, employees, Affiliates, agents, representatives and contractors performing tasks related to the subject matter hereof. Each Party shall take all steps necessary to ensure that its officers, directors, employees, Affiliates, agents, representatives and contractors shall comply with the terms and conditions of this Agreement. The foregoing obligations of confidentiality and non-use shall survive, and remain in effect for a period of [***] from, the termination or expiration of this Agreement in accordance with Article 8 (Term).
General Confidentiality Obligations. 8.1.1 Except as required by regulatory or governmental agencies, all Confidential Information disclosed by either Party to the other hereunder shall be received by the receiving Party (including all appropriate employees, agents and independent contractors) (the: “Receiving Party”) in strictest confidence and used solely in furtherance of this Agreement, and shall be accorded the same degree of confidentiality and secrecy with which the Receiving Party holds its own most confidential information of a similar nature but in no event less than reasonable care. Such Confidential Information shall not be disclosed to any persons other than (a) employees or agents of the Receiving Party or independent contractors employed by the Receiving Party who have reasonable need for access to such information in connection with the Receiving Party’s performance under this Agreement and who are bound to the Receiving Party, by a written agreement of confidentiality containing terms consistent with those contained in this Section 8; and (b) as required by any governmental authorities, including without limitation , as required to obtain necessary regulatory clearances.
8.1.2 Notwithstanding the provisions of section 8.1.1 above, Confidential Information shall not be deemed to be any such information (i) which is, or subsequently may become, within the knowledge of the general public, without the fault of the Receiving Party; (ii) which is known to the Receiving Party prior to the time of receipt thereof from the disclosing Party, as shown by written records; (iii) which is proved to have been developed by and for the Receiving Party, independently and wholly without resort to the proprietary information of the disclosing Party, as shown by written records; or (iv) which is subsequently rightfully obtained from sources other than the disclosing Party and without confidential restriction in favor of the disclosing Party.
General Confidentiality Obligations. Each Party hereby agrees to be bound by the provisions of Article 7 of the Operations Agreement, the provisions of which are hereby incorporated by reference, with respect to the Confidential Information (as defined in the Operations Agreement) of the other Party obtained in connection with the performance of this Agreement.
General Confidentiality Obligations. Covenantor’s obligation of confidentiality under this Agreement does not apply to information that (i) becomes a matter of public knowledge through no fault of Covenantor’s own or (ii) must be disclosed pursuant to lawful subpoena, court order or statutory requirement. However, Covenantor agrees that in the event Covenantor is questioned by anyone not employed by Parent, or by an employee of or a consultant to Parent not authorized to receive such 1/ The term “trade secrets,” as used in this Agreement, shall be given its broadest possible interpretation under California law and shall include, but not be limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement; and other confidential and proprietary information and documents. information, in regard to any such Confidential Information or any other secret or confidential work of Parent, Covenantor will promptly notify Parent. Covenantor further agrees that he will return all Confidential Information, including all copies and versions of such Confidential Information (including but not limited to information maintained on paper, disk, CD-ROM, network server, or any other retention device whatsoever) and other property of Parent, to Parent immediately upon termination of Covenantor’s employment. The terms of this Section 2 of this Agreement are in addition to, and not in lieu of, any other contractual, statutory or common law obligations that may have relating to the protection of Parent’s Confidential Information or its property. The terms of this section shall survive indefinitely Covenantor’s employment with Parent.
General Confidentiality Obligations. All communications between CITIC, Able Star, SES and SES Finance, the Company and AsiaSat and/or any of them and all information and other materials supplied to or received by any of them from any other which is either marked “confidential” or by its nature intended to be for the knowledge of the recipient alone, and all information concerning the business transactions and the financial arrangements of any such party with any person with whom it is in a confidential relationship with regard to the matter in question coming to the knowledge of the recipient shall be kept confidential by the recipient unless or until the recipient party can reasonably demonstrate that any such communication, information and material is, or the relevant part of it is, in the public domain through no fault of its own or has been independently developed by it or given to it by a third party with no obligation of confidentiality.
General Confidentiality Obligations. Xxxxxx’x obligation of confidentiality under this Agreement does not apply to information that (i) becomes a matter of public knowledge through no fault of Xxxxxx’x own or (ii) must be disclosed pursuant to lawful subpoena, court order or statutory requirement. However, Xxxxxx agrees that in the event Xxxxxx is questioned by anyone not employed by KonaTel, Apeiron, or by an employee of or a consultant to KonaTel or Apeiron not authorized to receive such information, in regard to any such Confidential Information or any other secret or confidential work of KonaTel or Apeiron, Xxxxxx will promptly notify KonaTel. Xxxxxx further agrees that it will return all Confidential Information, including all copies and versions of such Confidential Information (including but not limited to information maintained on paper, disk, CD-ROM, network server, or any other retention device whatsoever) and other property of KonaTel or Apeiron, to KonaTel immediately upon termination of Xxxxxx’x employment. The terms of this Section 2 of this Agreement are in addition to, and not in lieu of, any other contractual, statutory or common law obligations that may have relating to the protection of KonaTel’s or Apeiron’s Confidential Information or its property. The terms of this section shall survive indefinitely Xxxxxx’x employment with Apeiron.
General Confidentiality Obligations. (1) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, Parties agree that each Party (the “Receiving Party”) receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. The foregoing provision does not apply to Confidential Information that the Receiving Party can establish:
a) was already known by the Receiving Party (other than under an obligation of confidentiality), at the time of disclosure by the Disclosing Party and such Receiving Party has documentary evidence to that effect;
b) was disclosed to that Party, other than under an obligation of confidentiality, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or
c) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
d) became generally available to the public or otherwise part of the public domain after its disclosure or development, as the case may be, and other than through any act or omission of a Party in breach of this confidentiality obligation;
e) was independently discovered or developed by or on behalf of the Receiving Party without the use of the Confidential Information belonging to the other Party and the Receiving Party has documentary evidence to that effect.
