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: a. Was already in the receiving party's possession on a non-confidential basis prior to receipt from the disclosing party; or b. Is in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of the receiving party; or c. Is properly obtained by the receiving party from a third party not under a confidentiality obligation to the disclosing party; or d. Is explicitly approved for release by written authorization of the disclosing party; or e. Is independently developed by employees or agents of the receiving party who had no knowledge of or access to the Confidential Information as evidenced by the receiving party’s business records; or f. Is required to be disclosed by operation of law, regulation, or an order of a court or other governmental authority of competent jurisdiction. Receiving party shall notify disclosing party promptly of making a determination that any Confidential Information falls within subcategory (a), (b), (c), (e) or (f) above and will cooperate with the disclosing party’s efforts to contest or limit the scope of any disclosure required by subsection (f). No license, express or implied, in Confidential Information provided by the disclosing party is granted to the receiving party other than to the extent authorized by this Agreement.
Appears in 2 contracts
Samples: Personal Services Contract, Personal Services Contract
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.” 5 Sponsored projects have speed types beginning with CB, CN, CP, EB, EN, EP, IN, IB, IP, GB, GN, GP or CS. 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:
a. Was already in the receiving party's possession on a non-confidential basis prior to receipt from the disclosing party; or
b. Is in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of the receiving party; or
c. Is properly obtained by the receiving party from a third party not under a confidentiality obligation to the disclosing party; or
d. Is explicitly approved for release by written authorization of the disclosing party; or
e. Is independently developed by employees or agents of the receiving party who had no knowledge of or access to the Confidential Information as evidenced by the receiving party’s business records; or
f. Is required to be disclosed by operation of law, regulation, or an order of a court or other governmental authority of competent jurisdiction. Receiving party shall notify disclosing party promptly of making a determination that any Confidential Information falls within subcategory (a), (b), (c), (e) or (f) above and will cooperate with the disclosing party’s efforts to contest or limit the scope of any disclosure required by subsection (f). SAMPLE No license, express or implied, in Confidential Information provided by the disclosing party is granted to the receiving party other than to the extent authorized by this Agreement.
Appears in 1 contract
Samples: Personal Services Agreement
General Confidentiality. The Second Party acknowledges and understands (a) In addition to any obligations under any Business Associate Agreement between the Parties, which shall remain outstanding, the Parties shall ensure that in order to perform the services it may receive confidential any non- public information from the First or knowledge acquired or received by a Party (the “disclosing partyReceiving Party”) under this Agreement, or learned in the course of providing or receiving Services hereunder and any information disclosed by a Party (the “Disclosing Party”) in the course of providing or receiving the Services hereunder, whether disclosed orally or in writing, whether marked as “Confidential” for or “Proprietary” or not, including any information or materials with the name, sign, trade name or trademark of the Disclosing Party and any information where the nature of the information or data disclosed makes itself obvious to a reasonable person familiar with the industry and purpose of disclosrure that it is confidential (“Confidential Information”) shall be treated as confidential by the Receiving Party and its employees and shall not, unless required by law or otherwise permitted by the Disclosing Party, be disclosed or used during or after termination of this section) or that is from third parties who may have disclosed confidential Agreement without the Disclosing Party’s prior written consent. Confidential Information shall include, without limitation, Trade Secrets, technology, and information relating to the disclosing partyother Party’s operations and strategies. The Second Party receiving such confidential obligations of this Section shall apply during the term of this Agreement and shall continue for a period of three (3) years thereafter.
(b) The provisions of this Section shall not apply to any information which: (“receiving party” for this sectioni) further acknowledges that it may create materials or documents that include said confidential information becomes generally available to the public other than 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 a disclosure by the receiving party. The receiving party agrees Receiving Party; (ii) was rightfully available 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:
a. Was already in the receiving party's possession Receiving Party on a non-confidential basis prior to receipt from the disclosing party; or
b. Is in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of the receiving party; or
c. Is properly obtained thereof by the receiving party Disclosing Party; (iii) becomes rightfully available to the Receiving Party from a third party not under a confidentiality obligation to source other than the disclosing partyDisclosing Party; or
d. Is explicitly approved for release by written authorization of the disclosing party; or
e. Is independently developed by employees or agents of the receiving party who had no knowledge of or access to the Confidential Information as evidenced by the receiving party’s business records; or
f. Is (iv) is required to be disclosed by operation of court order or other legal process, including but not limited to a valid public records request; provided that, to the extent allowed by law, regulationthe Receiving Party shall immediately notify the Disclosing Party in writing of such legal requirement, or an order of a court or other governmental authority of competent jurisdiction. Receiving party whereupon the Disclosing Party at its expense, shall notify disclosing party promptly of making a determination that any Confidential Information falls within subcategory (a), (b), (c), (e) or (f) above and will cooperate with have the disclosing party’s efforts right to contest commence proceedings to enjoin or limit the scope disclosure of any disclosure required by subsection (f). No licensesuch information and the Receiving Party shall reasonably cooperate therewith, express or implied, in and under all such circumstances the Receiving Party shall only disclose that portion of the Confidential Information provided by the disclosing party which its counsel opines is granted required to the receiving party other than to the extent authorized by this Agreementsatisfy such court order or othe legal process.
Appears in 1 contract
Samples: Services Agreement
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:
a. Was already in the receiving party's possession on a non-confidential basis prior to receipt from the disclosing party; or
b. Is in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of the receiving party; or
c. Is properly obtained by the receiving party from a third party not under a confidentiality obligation to the disclosing party; or
d. Is explicitly approved for release by written authorization of the disclosing party; oror SAMPLE
e. Is independently developed by employees or agents of the receiving party who had no knowledge of or access to the Confidential Information as evidenced by the receiving party’s business records; or
f. Is required to be disclosed by operation of law, regulation, or an order of a court or other governmental authority of competent jurisdiction. Receiving party shall notify disclosing party promptly of making a determination that any Confidential Information falls within subcategory (a), (b), (c), (e) or (f) above and will cooperate with the disclosing party’s efforts to contest or limit the scope of any disclosure required by subsection (f). No license, express or implied, in Confidential Information provided by the disclosing party is granted to the receiving party other than to the extent authorized by this Agreement.
Appears in 1 contract
Samples: Personal Services Contract
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.” 5 Sponsored projects have speed types beginning with CB, CN, CP, EB, EN, EP, IN, IB, IP, GB, GN, GP or CS. 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:
a. Was already in the receiving party's possession on a non-confidential basis prior to receipt from the disclosing party; or
b. Is in the public domain by public use, general knowledge or the like, or after disclosure hereunder, becomes general or public knowledge through no fault of the receiving party; or
c. Is properly obtained by the receiving party from a third party not under a confidentiality obligation to the disclosing party; or
d. Is explicitly approved for release by written authorization of the disclosing party; or
e. Is independently developed by employees or agents of the receiving party who had no knowledge of or access to the Confidential Information as evidenced by the receiving party’s business records; or
f. Is required to be disclosed by operation of law, regulation, or an order of a court or other governmental authority of competent jurisdiction. Receiving party shall notify disclosing party promptly of making a determination that any Confidential Information falls within subcategory (a), (b), (c), (e) or (f) above and will cooperate with the disclosing party’s efforts to contest or limit the scope of any disclosure required by subsection (f). No license, express or implied, in Confidential Information provided by the disclosing party is granted to the receiving party other than to the extent authorized by this Agreement.
Appears in 1 contract
Samples: Personal Services Agreement